Can'terlot

by kudzuhaiku

Rating: mature
Tags: Twilight Sparkle, Gore, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Romance, Changelings, Original Character, Sex, Spike, Science Fiction, Horror, Queen Chrysalis
Length: 180721

Sideralis awakens from one nightmare, only to face another

Sideralis, who is suffering from persistent delusions and hallucinations, goes to visit his therapist, as he does every other day, and has done for most of his life. His mother and father love him. He lives a perfect, peaceful, wonderful life.

Until one day, he hallucinates that his mother is a bug.

Published 2015-09-27 05:10:02 UTC
Last updated 2016-05-09 17:52:59 UTC

Chapter 2

There was something beeping. Sideralis opened his eyes and saw a hospital room. Everything was blurry for a moment, but then slid into perfect focus. He could hear worried voices murmuring around him. He tried to move but his legs were restrained. He blinked. There was no horn, no black spiky growths, no goopy green slime.

“You had a very bad episode… how are you feeling?”

The voice of Doctor Withers was not a welcome one. Sideralis kicked against his restraints, a feeble, useless gesture. He felt drugged, very much so. He closed his eyes, not knowing what was a dream or what was reality anymore.

“My mother was a bug.”

He heard bubbling laughter and an icy feeling slithered through his guts. That was his mother laughing. The laughter sounded wrong, it made his head hurt and he couldn’t believe that his mother found this funny.

“Sideralis, don’t worry, I’ll be right here for you until you get better,” Wisteria said.

“I saw Twilight Sparkle.” Sideralis opened his eyes. “She looked so real.”

“Twilight is dead. What you saw was a hallucination.” There was a long, drawn out pause before Doctor Withers continued: “Whatever it was that you think you saw, like having a horn, is all just a dream.”

Sideralis closed his eyes once more. He had never said anything about having a horn, had he? Maybe he had been mumbling in his sleep. Maybe he was sick. Maybe this was all a hallucination. Maybe everything was a hallucination and nothing was real.

“I refuse to trust in anything… anymore. As far as I am concerned, all of you are bugs. I’m a bug. We’re all bugs down here. Bugs… bugs… bugs…” As Sideralis’ words trailed off, he heard his mother’s laughter again. She was always so happy. So perky. Nothing ever dampened her spirits.

He felt itchy all over and opened his eyes, wondering how reality would distort next. His vision blurred over. The hospital room around him melted away and he was prepared to see the rotted, burned out ruins he was so familiar with. Instead, he saw what appeared to be another small room, very much like a hospital room. There was another bug creature staring at him. She had a blue mane, black chiton, and green eyes. Even though she was a bug, there was something about her that was pretty. She had a horn that was twisted, weird, like it had holes in it. He could see fangs. Her eyes were large, almost luminous, and on her face there was an expression of… concern?

Why would a bug be worried about him?

“Hey, if you can hear me, you need to wake up. I know it’s hard, but you need to fight against the Unity spell. Just hang on, we’re trying to help you, okay?”

The voice was feminine, husky, and commanding. Sideralis blinked, waiting for reality to shift once more. The tall figure looming over him remained.

“Wow, you look just like my old hated enemy, Luna,” the tall bug pony said.

Sideralis felt something weird, like a tugging sensation. Everything around him warped, becoming distorted. He saw more bugs again, including the bug that he had seen earlier, the bug that was his mother. He didn’t know how he recognised her.

“Are you with us? Sideralis, can you speak? Sideralis, I would like for you to say something… it is very important that you speak, please, make an effort,” Doctor Withers said.

Summoning his will, Sideralis lifted his head, finding it very difficult to do so. Instead of holding his anger in check, he let himself rage. He held nothing back. He let his emotions go. He drew in a deep breath and then said, “Fuck off.” It was something that nice colts never said. “All bug ponies can go fuck off.”

There was a terrible pain in between his ears as Sideralis felt himself being torn from reality once more. He felt the blackness creeping over him. This time, he did not go quietly, he raged, kicking and thrashing against his restraints.

“Nothing is real!”

This reality, whatever it was, sucked. It felt as though there was a crushing weight upon his body, which made it difficult to breathe. Each breath was a raspy, laboured wheeze that made his lungs burn and his throat felt as though he had been gargling glass and drain cleaner. Not that he had ever gargled either, but Sideralis had a pretty vivid imagination.

He became aware of a tube up his nose. It hurt. It hurt a great deal. He blinked, his vision blurry. There was a long blue horn protruding from his forehead now. The spikes that he had seen earlier were gone. Peering around, he saw an IV bag and a drip line.

“Glad to have you with us.”

It was a struggle to move his head. Why was it so hard to move? Why did he feel like he was being crushed? His sides felt itchy and something felt very, very weird against his ribs. As he struggled to move his head, something purple came into his vision.

“You’re a fighter… for a time, I thought we lost you. They pulled you back in. How are you feeling?”

The face. The eyepatch. Sideralis squinted, trying to see. Horrible scars. “My eyes…”

“From what I’ve gathered, using your eyes for the first time is difficult. I’m surprised that you can see me at all.” There was a long pause and then the purple face above Sideralis said, “You seem lucid enough. I bet you have questions. Ready for some answers?”

“Nothing is real.” Sideralis closed his eyes, which were now burning.

He felt a strange pain in his sides, like a cramp, it was as if he had six legs now. He could feel an ache in his front shoulders, another ache in his hind hips, and a strange ache someplace else. Nothing made sense. He needed to stretch, to move, he needed to make his body work again, but nothing seemed to be responding. He felt a sharp, stabbing sensation in his side and something shot out from beneath the blanket, hitting the scarred mare that called herself Twilight.

He opened his eyes, trying to see whatever it was that had shot out from his sides. He squinted, seeing at least five or six purple mares, and something else. Something blue. Something… something… something… he blinked and strained to see. He saw feathers.

“I have wings… what am I?” Sideralis asked.

“Ah, so, question and answer time.” The mare calling herself Twilight smiled.

“This isn’t real. I don’t actually have a horn or wings. This is all a hallucination. I’m sick. I’m sick. I’ll go back to sleep and all of this will go away.” Sideralis closed his eyes again, and kept them closed. “I bet you’re a bug.”

“No, I’m Twilight Sparkle, and I’m at war with the bugs. I also rescued you. As for you, and what you are, you are a failed changeling experiment,” the mare calling herself Twilight said.

Sideralis opened his eyes and stared at Twilight. She was fuzzy and blurry.

“Please, don’t be upset. I don’t think you’re a failure at all, as far as I am concerned, you’re a success.” The mare calling herself Twilight, her smile became a toothy grin and a soft, magenta glow came from her horn.

The wing protruding out from beneath the blanket was folded and pressed back into place, each movement gentle, careful, Sideralis could even describe it was loving. He felt himself calm down a little, even though he didn’t want to calm down. He wanted to rage, but he didn’t have it in him.

“Luna is real… she’s being kept prisoner. You… you’re a copy of Luna. A clone. A male clone. You are one of many. The changeling queen made many of you, all of you male, each of you a little different.” The mare calling herself Twilight took a deep breath. “She wanted to see which traits you exhibited. How you would develop. The strongest clones with the best traits, she planned to breed with, to create drones that would act as dream generators for the Unity Web. You see, Luna is getting stronger and resisting more. Luna is being forced to make every pony under changeling control dream so the changelings can feed upon their love and emotions. The changeling queen wants to replace Luna with loyal drones that will keep everypony locked away in a perpetual dream state.”

“That’s crazy talk,” Sideralis gasped.

“You however, are a failed experiment. You are too willful, like your mother.”

Sideralis felt Twilight touch him. He shivered at her touch, but it was not unwelcome. She was stroking him now, touching his neck, and he found that it was quite nice. It wasn’t like his mother touching him at all. He hoped that she wouldn’t stop. It was comforting. Something inside of him wanted this to be real. Something inside of him desperately wanted for this to be real.

“A while back, the changelings decided to see if they could fix you. They moved you out of Canterlot, away from your mother, away from Luna. She was reaching you through dreams, giving you willpower, and helping you resist. Luna was fighting back the only way that she could. You were receptive. So they took you and they carried you far away, hoping that distance would help. You were stored in the Las Pegasus vault, far, far away from Luna’s influence. Turns out, you have a tough mind. You still resisted them. So, you became an experiment in breaking down a willful mind. You were placed in therapy and you had your memory modified many, many times. Finally, they went with a loving family approach, because that seemed to be getting the best results.”

“How do you know this?” Sideralis asked.

Twilight sighed. “There are moments when Luna is lucid enough to send me a dream. She keeps me informed.”

“But… but I can remember being raised by my mother… I can remember being a little colt… I can remember playing with her on the playground. Going to school. I can remember being sick… having the flu… and she took care of me, wiping my nose,” Sideralis stammered.

“The loving family approach started about six months ago. All of those memories were manufactured. None of them were real. Your mother was just a changeling feeding off of your love… and so was your father.”

“But the pills… the therapy… the everything—”

“All designed to wear down your mind so that you would conform and obey.”

Struggling, straining, Sideralis focused on Twilight, wanting to see her. He saw her lean forwards until she was almost nose to nose with him. He could see into her surviving eye. He didn’t shy away from her touch. He didn’t feel disgusted, he didn’t have feelings of revulsion, he didn’t have the need to gag.

“How is our patient?” a voice asked.

Sideralis felt a chill. He recognised that voice. That husky, commanding voice.

“I think he’s coming around,” Twilight replied. “Hey, why don’t you come and introduce yourself. The sooner that you two get acquainted, the better. It’s going to be a shock no matter how we do it.”

His heart thudding, Sideralis saw something tall now standing over him. He began to tremble and his legs gave little, useless, feeble kicks. It was her. The tall bug pony. He whimpered and began to fear that this really was just another hallucination.

“This is my friend, Chrysalis,” Twilight said, introducing Sideralis to Chrysalis.

“That’s Queen Chrysalis, you pontificating purple pony princess, and don’t you forget it.”

The tall bug pony lowered her head and Sideralis could feel her breathing on him. He found himself staring into her eyes very much against his will. She had fangs. Why was he with bugs? Why was Twilight with bugs? Why were there bugs? Bugs!

“He don’t look too good,” Chrysalis said in a low voice as she backed away. “Anyway… Sideralis, I’m the one that pulled the interference spines from your horn. You can thank me later… you’re a lucky bastard, did you know that? Most ponies die from being jerked out of the dreamscape… but you lived… for the unicorns that we’ve plucked out of the dreamscape that manage to live, most of them die from having the interference spines pulled out of their horns. But you… you lived. I do believe that you have Luna’s terrible tenacity. I don’t know if I should congratulate you or feel sorry for you.”

“Spines?” Sideralis asked. “Those spike things I saw?”

“Yep.” Twilight glanced at Chrysalis, smiled, and then looked down at Sideralis. “Before the takeover, a plague happened. Unicorns started getting black, spiny growths along their horns. It caused some pretty serious problems with magic.”

Staring up at Chrysalis, Sideralis asked, “Why is there a bug here?”

“Oh… that’s a long story,” Twilight replied as Chrysalis started laughing. “You know what, we’ll talk more later. I’m going to introduce you to your new best friend and you’re going to take those first few steps down the long road to recovery.”

“I have more questions,” Sideralis said, wanting to know more, wanting to understand everything that was going on, needing answers. “Don’t leave me… I… don’t want to be alone.”

“Oh, I can’t stay, but don’t worry. You’ve been cut off from your fellow equines for a long, long time… you have a sickness and it’s made you a little dissociative. But not to worry. There’s a cure, nothing like a good Creamy Stout to fix the problem.” Twilight laughed and then gave Sideralis an affectionate pat.

“Hi, I’m Creamy Stout, and I’m your new best friend!”

Straining to see, Sideralis peered at the mare that had just entered his room. She was an amber golden colour, her mane was poofy and the colour of cream. She too, was wearing an eyepatch, just like Twilight. Her voice was chirpy and made his ears hurt. She appeared to be an earth pony, but Sideralis was having a hard time seeing.

Much to Sideralis’ shock and surprise, Creamy Stout crawled into bed with him. He had no strength to fight back, no means to resist, and he found himself swept up into her embrace. He felt her snuggle up against his back.

“Ponies pulled from the Unity Web are starved for love and affection. It’s hard being out in the real world. Twilight discovered through some trial and error that a constant companion is needed. So… from now until you get better, you and I are glued together. I’m your new snuggle buddy. I’m also going to be your physical therapist. I’m gonna help you get walking. I’ve never done this before, but I was selected because you and I are compatible personality types and I signed up for this and I’m finally going to make a difference in this war.”

She was breathing in his mane. It felt good. So very good. He didn’t shudder in revulsion at her touch. He could feel her heart beating against his spine. She was warm. This was wonderful.

“Do you have any questions?” Stout asked.

“You and Twilight are both missing an eye,” Sideralis said. “What happened?”

“I was infected with a parasite.” Stout shuddered for a moment, her cheerful demeanour gone. “There are mind control parasites. They’re tiny, and they live under your eyelids for a time, gestating. After a while, they bore into your eyeball, feed on the goo inside, and then they grow, latching on to the optic nerve and tunneling into the brain where the optic nerve connects.”

“That’s horrible,” Sideralis whispered.

“Mine was caught early, before there was brain damage. Chrysalis pulled my eye out and saved my life.” Stout let out a soft laugh. “Good news is, now I’m immune. The parasites won’t go after one eyed hosts. They need things with good vision. Twilight had one too. Only Twilight pulled out her own eye. It almost killed her.”

Horrified, Sideralis shivered. “So why is there a bug helping us?”

“That’s a long and kinda funny story,” Stout replied, sounding cheerful once more. “When Queen Mariposa invaded, she sent infiltration agents into Chrysalis’ ranks. She sent parasites that infested most of Chrysalis’ swarm. In no time at all, Mariposa had doubled her ranks, adding thousands to her army. She attacked Chrysalis. Chrysalis almost died, but managed to escape.”

“So… bugs attacking bugs.”

“Yup.” Stout gave Sideralis a squeeze. “Mariposa went on to send her army of parasites against Equestria. She created the plague against unicorns. Equestria was left without magic. Another plague struck the pegasi. Equestria was left without flight. Then the mind control parasites began eating their way into ponies’ eyeballs. Nopony knew. When Mariposa finally revealed herself, Equestria was defenseless. She had an entire sleeper army just waiting for her. The unicorns that still had magic, most of them were infected with the mind control parasite. Equestria was crushed in just a few days and Mariposa seized control. The sisters were sick, stricken, having trouble with their magic and both were unable to fly.”

“What about Twilight?” Sideralis asked.

“Twilight discovered that she was infected… I don’t know how. She tore out her own eyeball. She had the horn spines too, and her magic was all messed up. She still managed to kill over a thousand changelings during the battle of Ponyville. During the battle, a mostly dead Chrysalis showed up, begging Twilight for her help, because Chrysalis was dying.”

“And Twilight didn’t kill her?” Sideralis found that he was quite relaxed, which sort of worried him. A part of his brain stopped caring if this was real or not. This was nice. With every word that Creamy Stout spoke, her hot breath blew over his ears and made his body twitch and jerk. She was rubbing him, touching him, and he never wanted this to end.

“Twilight almost killed her. Chrysalis is a fast talker when she needs to be. The two formed an alliance. Twilight grabbed as many ponies as she could and she fled Ponyville. She had to make a heart breaking decision. Save as many ponies as she could, or go and try to help the sisters in Canterlot, potentially losing herself in the process. Twilight chose to run. She doesn’t like to talk about it, so don’t bring it up. She beats herself up over it.”

“So Twilight escaped,” Sideralis said.

“Yeppers peppers… she got away and took a bunch of ponies with her.” Creamy Stout pulled Sideralis a little closer and then began to make his legs move, using her hooves to get them to kick around. “Twilight was pretty messed up though. She had torn out her own eye. Chrysalis was a mess, but was recovering because of the love of the ponies around her. Chrysalis did what nopony expected her to do. She saved Twilight.”

“What happened?”

“Twilight was really, really messed up from tearing out her own eye, she had the black spines in her horn, and she was wounded from the battle of Ponyville. Chrysalis began working to heal Twilight and look after the many injured ponies. Chrysalis pulled the black spines from Twilight’s horn. Twilight almost died from the shock… Chrysalis merged their minds together so she could share in Twilight’s shock and pain, reducing the mental strain on Twilight. The merger almost killed both of them, but Chrysalis held on somehow, and managed to pull out the spines.”

Sideralis, silent, did not know what to say.

“After that, Chrysalis and Twilight were good friends. Close. Very close. Chrysalis is very, very protective of Twilight. Don’t let the teasing they do with one another fool ya, they’re close.” Stout began rubbing around Sideralis’ wing. “Chrysalis is not a bad sort. She’s promised to give me my eye back. She’s working on a replacement. I’m going to be test subject number one and I’m going to have to vat grown eye to replace the one I’ve lost. She’s also working on wing replacements for the pegasi who were hardest hit by the plague and actually had to have their wings amputated. We’d all be dead and the resistance would be gone if we didn’t have Chrysalis.”

“But she’s a bug,” Sideralis whispered.

“Yes, but she’s a very good bug,” Stout replied.

Author's Note

Still with me? Good... good... I bet there are questions right now. Feel free to ask, but you might not get an answer.

Pay attention to the details folks. If you read chapter one and paid attention, you'd know that Sideralis was dark blue, had a light blue mane, and had teal eyes. That was a pretty big clue buried in plain sight. There are a number of big clues buried here as well.

Chrysalis might be the master of deception and deceit, but Mariposa is the master of parasitic infection.

I really, really wish that Fimfic allowed for longer character lists. Because I can't announce all of the great characters that are going to appear. This blows.

Chapter 3

As Stout lay snoozing, Sideralis tried counting the rivets on the wall. The walls, made of metal, were dull rather than shiny, non reflective, and the wall that the bed was against had a slight rounded curve to it, or it appeared to. Sideralis was having a hard time making his mind up about the fact as his vision continued to slip in and out of focus. The room was small, not much wider than the length of the bed. The bed itself seemed to be connected to the wall.

Sideralis himself was much larger than he remembered. Stout was a small pony compared to him. Sideralis was much, much larger than he remembered himself being. He was all legs and wings. Trying to look at himself, he started to wonder if he was even a colt. A part of him doubted it. He was too big for that. All of his memories were fresh, new… what was it that had been said? Six months old. What sort of life had he lived before that? Would he have ever grown up? Or would he have stayed a colt while dreaming? Did those caught in the Unity Web remain perpetual foals, forever young and loving their parents?

A terrible pain shot through his guts, causing him to close his eyes and moan. Beside him, he felt Stout stir. She awoke and he could see her remaining eye as it came into perfect clarity for a moment; it was a bright, vivid orange.

He heard his guts gurgle and watched as Stout’s ears perked. She was beautiful. Even during his moment of intense pain, he noticed that. She was solid, stocky, and yet somehow still graceful. It didn’t matter that she was missing an eye.

“Here we go,” Stout mumbled as she flew out of the bed.

Confused, bewildered even, Sideralis was lifted by Stout, who picked up his lower half with ease, and something cold and metal was placed beneath him. After a long, painful moment that was filled with chaotic sensations, Sideralis realised that he was peeing.

He was taking a piss in a bedpan, but the sensations and feelings were all wrong. Peeing was supposed to feel good, but this, this hurt. It burned and there was a burning ball of pain rolling around inside of his pelvis.

“I don’t understand what is going on,” Sideralis whispered.

Stout, smiling, patted Sideralis’ neck. “You’re not actually potty trained. You’ve never peed before in your life, or done anything else. You’ve never eaten food, so your body is having to figure everything out.”

“What?” Sideralis blinked. For a moment, his eyes came into perfect focus. He could read the letters on his IV drip bag. There was another bag hooked up to the tube that went up his nose. On the far wall, by the door, he could see a clipboard and he could see his name, ‘Sideralis’ written on it in red ink. The world was coming into focus, but none of it made sense.

“You lived in changeling goop,” Stout replied. “Your body has never passed waste before. You’ve never digested anything. Inside the stasis cocoon, you were suspended inside of the changeling goop. It passed you some nutrients through your skin. It also went down your throat, lined your guts, and flowed through your body, giving you just what you needed to stay alive.”

A small ‘meep’ of fear slipped out from Sideralis’ lips. When he was done, he saw Stout pull away the bedpan. She was… levitating it somehow. It was as if she had unicorn magic, or at least what Sideralis imagined unicorn magic to be like. He had vague memories of the films shown in school. Films that were not real. Films explaining how unicorns had terrorised the world and had subdued it with their magic. He could see a bright orange glow that matched her eye emanating from her hoof. The world that he had woke up in was weird.

“How are you doing that?” Sideralis asked.

The earth pony mare, there was no doubt that she was an earth pony now, smiled. “Bio-archanotech projectors in my front hooves. One in each. Twilight Sparkle needed workers and she needed ponies who had all of the fine manipulation abilities of a unicorn. I’ve been augmented. I have all sorts of implants. I’m a test subject, which is why I am first in line for a vat grown eye when they become available.”

“Test subject?” Sideralis found himself intrigued, curious, he wanted to know more.

“Eh, I’ll explain more later. For now, I think I’m going to get you to a toilet. I bet you’re constipated, and that is why your insides are hurting.” Stout poured the bedpan down a receptacle and then stashed the bedpan under the bed.

“How am I going to get to the bathroom? I can’t walk—”

“Don’t be a silly pony, I plan to carry you,” Stout said, cutting Sideralis off.

Without warning, gravity faded away and Sideralis found himself floating, held in an orange glow. Stout had lifted him and his whole body up and away from the bed. She was walking on three legs now, her right hoof held out before her, the strange glow formed a teardrop shape that started from her hoof and surrounded Sideralis. She lifted his IV drip and his food dispenser, levitating them in the air with him.

“The bathroom is just down the hall… try not to get overwhelmed… deep breaths. Think happy thoughts,” Stout said as she opened the door.

The hallway was long, narrow, and somewhat claustrophobic. It was a bit noisy. Pipes ran along the ceiling. The floor was metal, some kind of metallic grid, and Stout’s hooves made a strange clanging sound as she walked. Not like pony hooves on metal, but more like… metal on metal. While Sideralis’ eyes didn’t work very well, and everything kept slipping in and out of focus, his ears worked quite well. He had been touched by those hooves, they felt warm, they felt like hooves, but something seemed off somehow.

Steam vented from somewhere, leaving the hallway warm and humid. Sideralis’ nose burned with the tang of bleach, antiseptic, and something else, something he couldn’t quite put his hoof on. He wondered where he was. Some kind of bunker? A fortress? He didn’t know. But everything was made out of metal, had rivets, and the world around him thrummed.

“Where am I?” Sideralis asked.

“You are aboard The Ouroboros. This vessel was made by Twilight Sparkle and Queen Chrysalis under the spirit of cooperation and mutual survival. He’s good to us, so you be good to him,” Stout replied.

“You speak like he’s alive.”

“He is,” Stout said as she opened a door and levitated Sideralis inside. “Once we get done here, if you think you can handle it, I’ll show you around.”

Everything really was overwhelming. Sideralis had questions, so many questions. How did he know what stuff smelled like? Why did Stout call the toilet a digester? Why had the toilet looked somewhat insectoid? Sideralis, under the effects of an enema, hadn’t had much of a chance to ask questions. He had been far too busy pooping out the entirety of his internal organs.

“We approach the memorial gardens,” Stout said as she rounded a corner.

Ahead, Sideralis’ blurry eyes could make out a room, or more like a place where the hallway widened. He saw something, something like a tree, but it was small. He blinked a few times, trying to focus. There was also a yellow pony sitting by the tree. A glowing light in the ceiling shone down with a warm, yellow light. Was it a sunlamp? Sideralis didn’t know.

“Hello Fluttershy… are we disturbing you?” Stout asked.

The yellow pony jumped. “Oh… oh my… it’s you… you scared me… oh… it’s Luna… no, no… not Luna… it’s our… rescue.”

“Sideralis, this is Fluttershy. She heads our nursing efforts. She is one of Twilight’s friends. Fluttershy, this is Sideralis, our rescue,” Stout said, introducing the pair to one another.

Straining to see, Sideralis could make out something around Fluttershy’s body. Something light green, like a vest, or something. He saw her squirming and he realised that he was staring. He felt bad, something about the yellow pony seemed so soft and kind, and he felt just awful for making her squirm.

“I didn’t mean to stare… I can’t see very well,” Sideralis said, apologising.

“Oh, oh, I didn’t think about that, you poor dear.” Fluttershy moved closer until she was almost nose to nose with Sideralis. “Is Stout treating you well? She is one of my most promising students. She’s very, very strong but she is also so very gentle… oh, I couldn’t live with myself if one of my students behaved poorly or hurt a patient.”

Up close, Sideralis could make out that Fluttershy was an earth pony and she was indeed wearing a light green vest of some kind. She had both eyes, which surprised Sideralis. She seemed like she was waiting for some kind of answer. “Stout has been very kind to me, but she did catch me by surprise with the enema.”

“Oh, she did exactly what I taught her to do. I guess she got you talking about stuff?” Fluttershy blinked and her soft, pastel pink mane slipped down over one eye. “You look so much like Luna… Luna and I were close. At first, Luna scared me, but over time, when I got to know her, she became my friend. She was lonely and she needed friends.”

After studying Fluttershy, Sideralis focused on the tree. There was something red in the branches. He couldn’t see what it was, his vision was fuzzing over pretty bad at the moment. Was that grass on the floor? How was it growing? It was green. Sideralis’ ears perked. “Luna was lonely? But… I thought she was a princess?”

“She was a lonesome princess,” Fluttershy replied. “That’s Bloomberg the Second. He was planted in memory of Applejack.”

Sideralis focused his attention back on Fluttershy. Her voice sounded sad. A strange feeling welled up inside of him. He wanted to protect her, to shield her from her sad feelings somehow. She was little, smaller than he was, and something inside of his brain screamed that all little ponies had to be protected. He felt his legs twitch.

“I come here to remember my friends,” Fluttershy said as she stepped away.

Stout moved forwards, silent, her face no longer cheerful, but grim. Angry even. Sideralis could just make it out, even though it was blurry and fuzzy. He found himself closer to Bloomberg and realised that he was looking at an apple tree. He found his mouth watering and his tongue felt strange between his teeth as a sweet, sour taste filled his mouth.

On the wall behind the tree there was a brass plaque of some kind. Sideralis strained to see it. There were shapes on it, he had trouble making them out. He squinted, he even closed one eye hoping to make the other work, and after much effort, everything came into focus for a moment.

There were three balloons, three diamond shapes, and three apples. Sideralis had no idea what any of this meant. He glanced at Fluttershy and could hear the sounds of her strained breathing. Was her barrel hitching? Was she crying?

“Stout, what happened? Do you know?” Sideralis asked, not knowing if this was a question he should ask. He felt bad, sorrowful, but a part of him felt angry. He didn’t know why. He wanted to smash things. He wanted to rage. Something had hurt the ponies smaller than him and it inflamed something deep within his mind. The feeling was almost unbearable.

“You okay, Flutters? Do you need a hug?” Stout asked.

“Yes!” Fluttershy whirled around, her tail swishing, and she lept at Stout.

Sideralis watched as the two earth ponies hugged one another, kind of wishing that he was a part of it. And then, without warning, he was. Fluttershy was clinging to him. It was confusing, it overwhelmed his senses, there was too much going on. The sunny yellow pony was sobbing and it was doing funny things to his mind. He was sad for her, but he was also growing angrier. Something had hurt this little pony, and that made him angry. His wings flapped against his sides. He was larger than both of these ponies. There was something soft beneath him… grass. He was sitting on grass. It felt different somehow. Softer than he expected. He had sat on grass before, but never on real grass.

“Oh… your wings are so pretty… Luna, your feathers are so beautiful… so majestic… I miss my wings,” Fluttershy said as she sniffled.

It took a moment for Sideralis to register everything Fluttershy had said. She had called him Luna again… and she had said that she missed her wings. A terrible sense of grief settled over Sideralis. She was no earth pony and he guessed the purpose of the vest.

“Sideralis, you wanted to know what happened,” Stout said as she hugged both Fluttershy and Sideralis beneath the apple tree. “I wasn’t there, but I know the story well enough. Fluttershy, may I tell him?”

Sobbing, Fluttershy nodded.

“When Twilight Sparkle made the decision to retreat and withdraw from Ponyville, her best friend Applejack gave her a hat and told Twilight good luck. Applejack led a charge and a bunch of very brave ponies followed her. She bought time for Twilight and the ponies that Twilight was rescuing to make a retreat. Pinkie Pie, also one of Twilight’s best friends, could not bear to see Applejack going off without her. Pinkie joined the charge.” Stout fell silent and she rubbed Fluttershy’s back. “Both of them are either dead or are trapped in pods. Twilight has tried to locate them but she has had no luck.”

“There is a third symbol on the wall,” Sideralis said.

“Yes… Rarity… she…” Stout’s voice faltered.

“Rarity was sick and she couldn’t help what she did. She had a parasite. Rarity can’t be blamed for what she did,” Fluttershy said in a strangled whisper.

Sideralis waited, wondering if more would be said, but no more information seemed forthcoming. He decided not to ask. He was completely slumped over on Stout and Fluttershy, unable to even hold his own head up. They didn’t seem to mind however. This felt nice. He felt some of his anger, some of his rage, beginning to subside. He felt a somewhat painful tug on his IV line and his foreleg jerked.

“Oh, let me fix that,” Stout said and she began to sort everything out with her glowing orange magic. As she worked, she looked up at Fluttershy. “Are you going to be okay?”

“I guess so,” Fluttershy replied in a soft squeak. “But I think I want to be alone, if that is all right. Creamy Stout, you be a good filly and you do your job.”

“I’m not a filly anymore.” Stout smiled and gave Fluttershy one final hug with her free foreleg. She squeezed the yellow pegasus and her remaining eye closed for a moment. After pulling away, Stout opened her eye and looked at Sideralis. “Fluttershy… she raised me. She’s more than my teacher.”

The sunny yellow pegasus blushed and she nodded. Sideralis found himself looking into Fluttershy’s eyes. His body was supported by the orange glow once more. He wanted to keep comforting her. He wanted to be close to her. He wanted to protect her. As he was pulled away, the compulsion was almost overwhelming, a painful ache. She was vulnerable. Vulnerable ponies had to be protected. What was going on inside of his head? These compulsions were starting to drive him mad. He felt every bit as messed up as he was when he was seeing Doctor Withers.

Overcome with emotion, Sideralis was unable to say anything as he was carried away.

“How are you holding up?” Stout asked as she walked on three legs.

“I dunno,” Sideralis replied, being honest. “I’m having all these strange feelings.”

“That’s to be expected.” Stout thumped down the metal hallway.

The strange metallic thumping echoed in Sideralis’ ears. There was something off about Stout. The way she moved, her bulk, the strange sounds that her hooves made. Something deep within Sideralis sensed that something was amiss, even though he could not say or explain how he knew. But with each passing second, the feeling grew stronger.

“What are you?” Sideralis asked.

“I’m an earth pony,” Stout replied.

Looking at his companion, Sideralis tried again. “You said you were changed… what was done to you? Why do your hooves sound so different? You move different too.”

Stout froze mid-step and looked at Sideralis, her eye narrowing. “You are perceptive, I’ll give you that.” The earth pony lowered Sideralis down to eye level. “I wonder if you’ve got any strange alicorn powers developing. I’m supposed to keep an eye out for those if they happen… get it… eye out?” Stout chuckled.

“My whole life has been one long lie… I’d appreciate some honesty.” Sideralis stared into Stout’s single orange eye. He heard the earth pony sigh and watched as she shook her head. Her cream coloured mane spilled around her face and neck.

“I am the primary test subject for the project Rainbow Revival. I was ravaged by parasites. I lost a lot more than my eye. My hooves were dissolved, my bones had worms boring holes through them, and my muscles were full of eggs and crawling things that were eating me from the inside.”

Stout’s hooves flashed with green flames and changed colour. Instead of being a golden, amber colour like the rest of her, they were black and reflective right up to her fetlocks. “Bio-organic-steel. This is a product of Twilight Sparkle and Chrysalis working together. It’s a fusion of dragon scales and changeling chiton. Living metal. If it gets damaged, it will regrow. It will heal. All of my bones have been transmuted into the same substance, enhancing my skeleton greatly. My muscles were regrown, reconditioned, and reinforced, rendering me almost immune to torn muscle fibres, sprains, and injuries related to overexertion and fatigue. As an earth pony, my natural constitution allowed my body to adjust to the system shock of so many changes, augmentations, and implants. It is hoped that there is a way to reduce system shock so disease ravaged ponies can be rebuilt.”

Sideralis stared.

“Twilight Sparkle not only plans to win this war, but also heal the damage done to ponies. She is ambitious. Many of her hopes and dreams rest on me… and I’d say that she’s also placing quite a bit of her faith in you. You were a high priority grab. Twilight lost over a dozen ponies busting you out and The Ouroboros was attacked when we flew into Las Pegasus to raid the vault.” Stout’s hooves flashed with green fire again and returned to their usual golden, amber colour.

“Sideralis, would you like to go on deck and get a bit of sunshine?” Stout peered into Sideralis’ eyes. “You seem to be handling this better than expected. Some ponies… they don’t take too well to being torn out of the Unity Web. I’m thinking you’re doing better than most because you’re an alicorn clone.”

“I’d like to see the sun,” Sideralis replied.

Author's Note

Stout can't be bargained with. She can't be reasoned with. She doesn't feel pity, or remorse, or fear. And she absolutely will not stop, ever, until all threats are dead.

So... why wasn't Rainbow Dash accounted for along with the others... and just what is this Rainbow Revival project that Stout mentions?

Chapter 4

Overhead was a greenish blue mass that pulsated and flashed with inner lights. Sideralis stared upwards, peering at the blurry whatever it was up above him, his eyes wide with awe. Around him, on the deck, changelings paced and ponies stood guard. Sideralis had no idea what he was looking at. Around the deck were strange black growths, but they were too blurry to make out.

“Above you is the gasbag for The Ouroboros,” Stout said as she continued to hold Sideralis in a levitation field. “All biowaste goes into digesters and gets converted to a gas that keeps us afloat. He also needs love to keep him powered up.” Stout let out a soft giggle and turned Sideralis’ head so he could see two ponies kissing on deck.

“The Ouroboros started off as a famous airship. It was docked in Ponyville as part of the celebration for the Running of the Leaves. When Twilight made her retreat, she seized The Ouroboros and made her escape. It was intended to be a showpiece, not a functional airship. It was a flying hunk of junk. The hull was bad. The interior was bad. Everything was bad. The ship barely flew. It was overcrowded. It is said that Twilight Sparkle held the ship together by force of will.”

Sideralis blinked and tried to focus his eyes. The golden light made them burn, making the blurriness even worse.

“But The Ouroboros had a proud history. Somehow, he held himself together. Queen Chrysalis, who began to recover, grew stronger because of the love of the survivors. She hatched a plan…” Stout giggled at her own joke and watched as several pegasi came in for a landing. “Chrysalis, using her magic, and the love of the ponies around her, a love given to her freely, she hatched a special egg. She placed the egg on the bottom of The Ouroboros’ hull. It hatched after a time, made strong by our love. Black chiton began to grow around the hull. It took a while, but The Ouroboros grew.”

In the distance, Sideralis saw something white. He wondered if it was a cloud.

“In time, The Ouroboros grew in length and mass, becoming larger, and he started growing new facilities for the ponies living aboard. The first digesters began to appear, and he started taking over the failing, leaking gasbag. Spike the dragon had been working double time trying to keep the gasbag full of hot air. Twilight was recovering. The few unicorns that were capable of magic helped to keep the ship afloat during the transitional phase.”

Sideralis listened with rapt attention as he continued to peer at the world around him, acting very much like a newborn foal, which, in a sense, he was.

“While floating over the ocean, The Ouroboros was attacked by dragons and manticores under the influence of mind control parasites. There was a fierce battle and we almost lost. But the The Ouroboros surprised us. As a changeling, The Ouroboros changed it’s outward appearance, becoming a cloudbank. This, along with an impressive display of magic from Twilight and Chrysalis, allowed us to survive.”

Sideralis felt a breeze hit him, it ruffled his feathers and blew through his pelt. He tingled, never having felt this way before. He closed his eyes and gave up trying to see. He used his ears instead, because they were strong. He heard laughter. He heard happy sounds. Somewhere, in the distance, heard the sounds of what had to be foals playing.

“The Ouroboros, anticipating our needs, knowing that we needed to survive, began to grow weapons and defenses for itself. It is a living hive and every day, it changes just a little bit more. The original Ouroboros airship remains at the heart of The Ouroboros hive ship. That is where the hospital wing is, down in the central core, that is where your room is, and that is why everything is made of metal. But as you go further out, or go to the front or the back of the ship, you will see where the transition happens. The walls become black and you’ll start seeing veiny things along the walls. You should always respect The Ouroboros and treat him with kindness. Do no harm to him. He keeps us alive. He grows our food. He makes our water. He keeps us afloat and out of harm’s way. He protects us, and make no mistake, he loves us. Sometimes, when everybody aboard the ship is particularly loving, The Ouroboros will start singing. Nopony knows how he does it, but it sounds like whalesong. It’s beautiful. A lot of foals have been made to the sounds of whalesong.”

Somewhere, there were birds chirping. Sideralis felt happy to hear them. Something about that felt normal. He reasoned that there must be birds living on board The Ouroboros. The breeze picked up and he could feel his mane whipping around his face and neck. The breeze felt so strange. He had felt the breeze in the Unity Web, but this, this was different. This was real. He felt a strange prickle in his spine that traveled down his wings.

“Wow, he looks just like Luna,” a voice said.

Opening his eyes, Sideralis blinked. He was able to make out a vague white shape. She had a rough voice. It seemed as though his eyes had given up on focusing. He couldn’t see anything but smears.

“My name is Captain Blossomforth. You can call me Captain Blossomforth. I’ll probably be teaching you how to fly someday. You hurry up and get better… we need every able bodied pony and changeling we can muster.”

Blinking, Sideralis watched as the blur began to shrink, it seemed that Blossomforth was walking away from him. He glanced over at Stout, trying to see her. Her outline was fuzzed over so much that he could not make her out.

“Captain Blossomforth is a good trainer. She’s a little strict, but she needs to be. She’s actually very nice in private when she’s not on deck and expected to be in command. She’s a stern snuggler though, and committed to make ponies do their part to generate enough love.”

Something about Stout’s words got Sideralis’ attention. “Stern snuggler?”

“Well, there are mandatory cuddle times… we have to regenerate power sometimes, like when The Ouroboros has to do a lot of flying or maneuvering. Or after a battle when we need to heal damage and recharge our weapons. If Blossomforth ever grabs you, you’d better just let her hug you, otherwise, you’re due for a long, long, long lecture about the regulations and give and take.”

“I… I don’t even know what to say about that,” Sideralis said to his companion.

“Life here is different. We do what we have to for our survival. Chrysalis and our changeling friends need our love, so we give it, freely. I’m powered by love. All of my implants, all of my augmentations, everything that powers and enhances my combat chassis endoskeleton, all of that is powered by love. Without adequate love, I’m told I’ll begin to power down and lose function.” Stout cleared her throat. “I don’t like having a combat chassis endoskeleton. I don’t like violence. I don’t like being a prototype weapon, and I hope that I am never used for my destructive potential. Sacrifices had to be made. I had something to contribute though. We all do our part. When I gave myself over to the program, I got my cutie mark.”

“I can’t see it,” Sideralis said.

“It’s a pink heart with three interconnected cogs inside of it,” Stout replied.

“My cutie mark is a swirling vortex of stars.” Sideralis closed his eyes and heaved a contented sigh. He could feel the sun shining on him, and it felt good. He heard Stout’s breathing increase and his ears perked.

“Um, Sideralis…”

“Yeah?”

“You don’t have a cutie mark,” Stout whispered.

“What?” Sideralis opened his eyes and tried moving his head around, trying to see his own backside. He felt frantic, panicked, his cutie mark made him who and what he was. The stars gave him hope. The stars made him feel better. The stars were the things he talked to sometimes when he was in his most hopeless states. He squirmed and he struggled, floating in Stout’s levitation field, and a choking sob escaped his throat. He couldn’t even see his own back half.

“I’m sorry Sideralis… but… I don’t think your cutie mark ever existed. You’re blank back there,” Stout said as she levitated Sideralis closer. The magic field faded from around Sideralis, but not his IV bag or his food dispenser. Even though he was much larger, she held him up with ease, cradling his body and his neck in her forelegs. “I’m so sorry.”

Sideralis felt other warm bodies touching him. It both unnerved him and made him feel comforted at the same time. He felt more and more bodies pressing on him, and he realised he was in the middle of a massive group hug. He didn’t know how to feel about it. His ears twitched as he heard the soft murmurs, the voices of strangers, ponies he didn’t even know, all of whom were trying to comfort him, trying to make him feel loved.

It took him a moment, but he understood the necessity of what was happening. It was feeding time. An opportunity had presented itself and now there was a moment of shared love. Sideralis was bewildered from the experience, and like everything else, he was overwhelmed by this as well.

The only thing that worked well on Sideralis was his ears. He focused on the voices around him, the soft words of encouragement, of comfort, of kindness, the gentle words spoken to him to make him feel better. He could hear everything around him. He heard the gentle rustle of pelts rubbing together, the faint crackle of static electricity, and the sounds of the breeze.

There was also the sounds of whalesong, something that Sideralis somehow knew what it was without ever once hearing it. The Ouroboros was singing, and something about the sound made Sideralis feel better.

It felt good to be back in bed. It was nice to be back inside of the cramped hospital room, even though Sideralis could not say why. The lights were dim and it seemed that his eyes were recovering. He could almost make out his IV drip and the food dispenser that was connected to the tube going up his nose. Beside him, Stout lay in the bed, and she was rubbing his barrel with one of her hooves, making slow, lazy circles. He lay on his back and Stout lay on her side. She had one of his wings pinned up against his side, but his other wing was free. Sideralis felt it moving around a bit, quivering, almost as if it wanted to flap.

“Stout?” Sideralis, fearful, wanted to ask a question. There was something he needed to know.

“Hmm?”

He could feel her breathing on his neck. It caused a peculiar feeling of calm arousal. It was easy to be close to her. He didn’t feel feel awkward, self conscious, or weird about it, not any more. “Stout, was I born? Or am I artificial?” He heard Stout sigh and he wondered how much she knew about him.

“From what little we know, you were created with Luna’s genetic material and grown in a vat like all the others. There is a breeding facility in Canterlot. You were grown,” Stout replied.

“So I’m fake—”

“You shut your mouth!” Stout snapped.

“Why are you angry?” Sideralis cringed, but was unable to move away from his companion. She had stopped rubbing his barrel. He could feel her angry little snorts against his neck. The whole bed trembled as her body quivered. “What did I say? What did I do?”

“You’re not fake and I’m not either! We’re both still ponies, and if you ever, ever refer to yourself as being fake, or synthetic, or artificial ever again, I will kick you from one end of this ship to the other, do you understand me?”

“I’m sorry—”

“You better be!” Stout let out an angry nicker and then a contemptuous whinny. “Now be quiet and try to get some rest. You had a long day. A nap would do you good.”

“I really am sorry—”

“Stop your yappin’ and get to nappin’!” Stout barked.

Fearful that he had somehow hurt Stout, Sideralis lay there, now silent, wondering how to fix this. How to appease her anger. She was his companion. He depended on her for his care. He didn’t want her angry at him. He sighed, not knowing what to do. He closed his eyes.

As he thought about sleep, he felt Stout’s hoof resume making slow, lazy circles on his barrel.

Author's Note

You there! Drop and give me twenty snuggles!

Chapter 5

The world around Sideralis came into perfect focus. The sun was shining, the grass was green, the sky was blue, and puffy white clouds drifted overhead. Everything seemed like an idyllic, pastoral setting. Almost right away, a powerful sense of fear gripped Sideralis; he knew that he was dreaming, it was the only reasonable, logical explanation that he had for perfect vision. Was he pulled back into the Unity Web? He didn’t know. He set about trying to wake up and paused to listen when he heard somepony whistling.

The music was soft and sweet. The music was pleasant and something about it made Sideralis want to feel at ease, which increased his state of panic. He took off at a trot, his legs working just fine in his dreaming state.

Prancing and pronking through the meadow, Sideralis saw a black changeling. Sideralis, frozen, stared at the bug, wondering what to do about his current predicament. He supposed that Chrysalis would rescue him again.

“Hi!” The changeling began to pronk in Sideralis’ direction. Sideralis, still frozen, watched as the changeling approached. As it bounced, it resumed its warbling song, singing like one very happy bird. When the bug was just a few feet away from Sideralis, its whistling ceased.

“Nopony has ever come to visit me in my dreams before… I’ve been so lonely… I’m not like the others… I can’t sing and laugh and play with them. But you… you’re here… I had to adapt my magic to protect you and block out the Unity Web broadcast that was being transmitted to mess with your mind. I’ve never had a playmate… can we play a game?”

“Who are you?” Sideralis asked.

“I’m Ouroboros!” The changeling pronked in place, its chitinous plates clacking.

This was disturbing. This was a worrisome state of affairs indeed. “You’re the ship… why are you asleep? How can you be flying if you’re asleep?”

“You worry too much, silly.” Ouroboros took off running through the tall grass. “I have multiple brains. Redundant systems. If one gets damaged, I have backups.” The energetic changeling somersaulted and then began chuckling.

“You seem awfully happy.” Sideralis watched as the changeling gamboled about and truth be told, a part of Sideralis wanted to join him. It sure beat being a useless lump just laying in the bed, unable to move.

“Of course I’m happy… Fluttershy is delivering a new foal right now this minute and I feel… I think the pony term for it is drunk. I feel drunk. The foal is healthy and full of life and there are no parasites because I keep them all away.”

BOING! The movement of Sideralis’ legs surprised him. He felt light, happy, this was good news indeed, something deep inside of him was pleased to know that there was a foal being born. It was like feeling the need to protect Fluttershy earlier, some deep need, some desire, some instinct. Little ponies must be born, little ponies must be protected, and little obedient guardians who kept them safe must be played with.

Sideralis pronked and discovered that alicorns weren’t like little ponies when they pronked. His springy knees launched him several yards into the air with ease and his wings flared out from his sides to allow him to glide back down to the ground. The ground that wasn’t even real. This was a marvellous feeling, this incredible feeling of lightness and joy.

He went shooting off again, launching himself even higher, feeling like a colt once more. His long, powerful legs allowed him to pronk like nothing else in the whole wide world. While airborne, he somersaulted and once more, his wings allowed him to glide down. A booming laugh slipped out from between his lips.

“So where are we flying to?” Sideralis asked.

“Queen Chrysalis has sent me back to Saddle Arabia so we can see our friends… I love going there. They love to see me and I feel good. I like to feel appreciated. There is another changeling there like me sometimes and we get to talk to one another. He serves Queen Acherontia and King Stag. They help keep our friends safe.”

“It’s important to keep what we love safe,” Sideralis said to Ouroboros.

“Yes it is! That is my purpose! I get depressed if I do not fulfill my purpose. My purpose is the entire point of my existence. Protect all those smaller than me, even you, but you’re pretty big, for a pony,” Ouroboros replied.

“I know the feeling.” Sideralis soared through the air after a particularly good pronk, and Ouroboros was beside him, buzzing little dragonfly-like wings to keep up. “I have these urges to protect the little ponies… I don’t understand them.”

“Who needs to understand them?” Ouroboros asked. “Just obey them. Obey all urges. Follow all directives. This is the secret to happiness. Give in and obey instinct.”

“I suppose that you would know,” Sideralis said as he landed. He watched as Ouroboros flittered down beside him. “I suppose that you must get pretty lonely. You’ve given up your entire existence to protecting those smaller than you. I don’t even know how I am here talking to you. I don’t understand what is going on.”

“You and I aren’t so different.” Ouroboros, a small changeling drone, looked up at Sideralis. “From what I know of alicorns, they give up the whole of their existence to serving others. That is their purpose, I think. You are an alicorn, therefore, you serve a purpose.”

“But I’m a clone… a copy—”

“And I am a drone, one of many. Yet I fulfill a vital function and I am happy, even if sometimes I feel lonely. I bet alicorns feel lonely too. When there is a grand purpose to serve, one must be dedicated. One must give everything of one’s self in dedication to their purpose, their function, their existence.” Ouroborus buzzed his wings and then flew in a circle around Sideralis.

“But what is my purpose?” Sideralis asked.

“You are an alicorn. A being of specialised purpose. Be an alicorn,” Ouroborus replied.

“But what is that purpose?” Sideralis watched as his new friend buzzed around him.

“Do what alicorns do. Follow instincts. Obey.” Ouroboros bobbed up and down in the air and rubbed his hind legs together. They made a strange sound, like the noise of a cricket mixed with whalesong. “Alicorns live to serve others. Alicorns do not live to have others serve them. This is the information that I have grokked through careful observation and from listening to many conversations. Alicorns are the lowest ranking ponies in the social hierarchy, sort of like a digester drone. It is an unpleasant function, but it must be done. We must obey our functions and serve our purpose.”

Sideralis saw no point in correcting Ouroboros, that alicorns were supposed to be the nobility of the ponies. He thought about Ouroboros’ words. They had a ring of truth to them. Twilight Sparkle, what little he knew of her, seemed to be a dedicated servant.

“Oh no… you are about to experience a state of severe discomfort. Prepare yourself,” Ouroboros threw his forelegs around Sideralis’ neck, surprising the alicorn. “I am sorry, dear friend.”

As the changeling was hugging him, Sideralis felt something painful in his guts. Everything cramped over. Even in his dreaming state, this was almost too much to bear. He felt his knees go weak. It felt like he was dying. His wings fluttered.

“Come back to me… I like to discuss duty and purpose!” Ouroboros said to Sideralis.

The cold, hard edges of the metal bedpan pressed into Sideralis’ tender flesh. He bit down on his lip to keep from crying out. It felt as though he was being sliced open down there. Stout stood beside the bed, looking sleepy and worried at the same time.

“Looks like your digestive system is starting to figure out what to do,” Stout mumbled.

“It… feels like… I am… shitting out... a brick.” Sideralis panted with exertion and felt sweat beading up on his neck. No, it was worse than bricks. It was bricks and broken glass. Really big bricks and broken glass.

“You’ve never passed solid waste out of your anus before. Your last bowel movement was liquid. This time, it’s hard little pellets. I’d imagine it’s painful having something stretched that’s never stretched before.” Stout reached out a leg and patted Sideralis on the back. “There’s a little blood back there. Try not to worry, I’ll get you cleaned up and sorted out. The disinfectant might sting a little though. Sorry.”

Sideralis whimpered.

“How is our patient?” Chrysalis asked as she shut the door behind her. She peered at the earth pony and the alicorn in the bed. “Has his system shown any sign of recovery at all?”

“His bowels are moving already,” Stout replied.

“What?” Chrysalis, surprised, moved to the side of the bed and looked down at Sideralis. His pupils changed size, fluctuating, and he had a sleepy, somewhat pained expression. The changeling queen looked at his IV drip and the bag filled with food paste.

“His bowels are moving,” Stout repeated.

“Alicorns. Go figure. An entire month’s worth of progress in a few days.” Chrysalis pulled back the blankets and began to examine Sideralis’ body.

“I met with Ouroboros,” Sideralis said.

“You what?” Chrysalis stopped what she was doing and looked into Sideralis’ eyes once more. “Say again?”

“I was dreaming… or something, and I got to talk with Ouroboros. He was in my dream. We talked about purpose. About duty. In my dream he was a little changeling.” Sideralis looked up at Chrysalis, his blurry eyes trying to focus upon her face.

“Hmm, this is unexpected.” Chrysalis glanced at Stout for a moment and then back at Sideralis. “It makes sense though. You’re Luna’s clone. You’ve spent your whole life around changelings. So popping into our dreams seems pretty logical. Hmm… this is useful. I’ll need to tell Twilight about this.”

Sideralis focused on the green eyes looking down at him. He saw kindness. He saw concern. The eyes moved away, off to look at other parts of his body. He felt himself being poked and prodded. He gasped when a hoof was pressed into the small of his stomach.

“Why are you helping us?” Sideralis asked. “Why are you kind? What reason do you have to be generous to your food?”

“Mutual survival,” Chrysalis replied.

“It has to be more than that.” Sideralis struggled to lift his head so he could see Chrysalis. He could hear Stout breathing beside him.

“Look,” Chrysalis began, shaking her head. “It’s complicated, okay?”

“I need to know… after everything that’s been done to me, I need to know.” Sideralis blinked and Chrysalis slid in and out of focus for him. Stout’s breathing increased somewhat and he could feel his wings being pulled on and manipulated. “Look, you answer my questions and I’ll make it worth your while.”

“You’ll make it worth my while?” Queen Chrysalis snorted. “And how will you do that?”

“You’ll have to trust me. Just like I have to trust you,” Sideralis replied.

“Something about you is a lot like Luna… very well…” The changeling queen drew in a deep breath. “When Twilight and I touched minds, it changed me. It changed both of us. A part of Twilight infected my brain, leaving behind some of her inherent goodness, kindness, and love of others. I realised some of the mistakes I made. I saw a grand new purpose and a means to create a bright new future. Twilight’s generousity burned past all of my selfishness and the focus on my own survival at any cost. Parts of me changed her as well… she got some of my cunning, some of my ambition, some of my ruthlessness. We both saw a way to change the world and save each other.”

Sideralis felt his wings being rotated in their sockets. It hurt, but it also felt good at the same time. He thought about Chrysalis’ words. “How much danger is the world in?”

“From Queen Mariposa? At the moment? Not much. She had the element of surprise going for her when she attacked Equestria. She hit fast and she hit hard. She had a short, brief offensive.” Chrysalis continued to flex and stretch Sideralis’ wings, doing so in the most gentle manner possible. “Now, the world is aware of Queen Mariposa. The world got wise to her parasites. The element of surprise is lost. We’ve created all manner of antiparasitic drugs and countermeasures. Now, she is in a defensive position as she slowly converts all of Equestria into one massive hive. We chip away at her defenses. Sometimes, she surprises us with something new. She’s researching new bioweapons, new changeling drone bodies, and she is moving beyond simple parasites to do her bidding. Mariposa herself is unreachable. She has hidden herself away in Canterlot. She has Shining Armor locked away in a pod and there is a shield around Canterlot that nopony can breach. She has Cadance sealed away and she feeds on Cadance’s love, which makes Mariposa powerful. So, we’ve reached a stalemate of sorts.”

“Can nothing be done to breach the shield?” Sideralis asked.

“Twilight has an idea,” Chrysalis replied.

“Rainbow Revival?” Sideralis wing stopped moving; Chrysalis was no longer manipulating it. She stood unmoving and for a moment, she came into perfect focus. He could see a look of shock and surprise on her face.

“I suppose Stout told you a little.” There was a long pause. “Yes, Twilight believes that she knows the way to shatter the shield bubble around Canterlot. Shining Armor’s shield spell is nigh impenetrable, but Twilight believes that there is one force that could shatter it.” Chrysalis resumed flexing Sideralis’ wing.

“And what would that be?” Sideralis asked.

“A rainboom,” Stout replied in a soft voice as she kept moving Sideralis’ other wing.

“I don’t know what that is.” Sideralis’ vision fuzzed over to the point of blindness, and he couldn’t see anything other than smears of colour and light.

“It is a very, very powerful manifestation of magic. And potentially a destructive one as well.” Stout began tugging and flexing different parts of Sideralis’ wing with her telekinesis, ignoring the popping sounds coming from his joints.

“Well then, I suppose I should keep my end of the deal,” Sideralis said in a soft whisper. “Ouroboros said that I should serve others. I think he is right. I know I can’t do much right now, but I am a body. Stout says that she is experimented on because she is an earth pony and she’s strong enough to take it. I’m an alicorn. Could I be of some use for Rainbow Revival?”

Chrysalis froze again, but recovered almost right away. She moved, letting go of Sideralis’ wing, dropping it from her magic, and stood over Sideralis so she could look him in the eye. Almost nose to nose with him, Chrysalis stared down. “That is something I hadn’t considered. You’re part earth pony… and part pegasus… and part unicorn. All in one tidy package. You could help us, I think. I’ll have to talk to Twilight. We’ll have to collect sample material from you. Sideralis, this will be painful at times. Stout has had to endure a few failures before we figured out what we needed to do and how to fix it. We could work on a few pegasus specific enhancements on you though, and I do believe that you’d survive it. Would you really be willing to do this?”

“It is a service to others, is it not?” Sideralis could almost make out Chrysalis’ face in the blurry mess above him. “I mean, I’m stuck in this bed, unable to do anything else. I want to help. I need to help. I have… I have these urges.”

“You might actually solve our eye problem… I wonder if alicorns are universal donors? I mean, you are all ponies.” Chrysalis had to work to control her breathing and her mind began to race from all the possibilities being presented. “You understand that you’ll end up like Stout, right? There is nothing wrong with Stout, but the changes made to her are permanent. Stout, and the others like her, they’re our hope. Twilight calls them her valkyries. It’s some silly thing that she got out of some book or another.”

“What is Stout’s purpose?” Sideralis asked. He heard Stout suck in a deep breath and he heard Chrysalis’ hooves clicking on the metal floor. “I mean, other than being a prototype and a potential weapon. I’d like to be more than a weapon, if possible.”

“Oh, Sparkle is going to murder me if I spring too much on you at once, but you’re offering me the solution to all of my problems and this honesty is refreshing… Stout?” Chrysalis looked up from Sideralis and looked at the earth pony beside him.

“Tell him. I don’t mind,” Stout said in a low voice. “He’s going to find out sooner or later.”

“Well, aside from all of her combat potential, which is considerable… Stout can punch her way through a three inch thick steel bulkhead if she had to… she was selected to be your companion. You have very compatible personality types,” Chrysalis said.

“You’ve already said that.” Sideralis tried to bring Chrysalis into focus and failed. The eyestrain was starting to give him a headache. He closed his eyes and tried to relax, hoping to avoid a headache. He hated headaches.

“No, um, she was made to be your companion. When we started to plan your rescue, we had to think of all of your needs. All of them. You are a virile male. You are an alicorn. And this poses a problem. A really big problem. A really big, really dangerous, really frustrating problem. You see, you’re not like Twilight Sparkle or Cadance. You’re not a minor alicorn. You’re one of the big ones.” Chrysalis cleared her throat and coughed.

“I don’t understand.” He felt Stout rubbing his barrel and Sideralis waited for somepony to explain everything to him.

“Sideralis, you have to understand something.” Chrysalis cleared her throat once more. “Celestia and Luna are the titans of equinity. They’re strong. They’re strong in ways that you could scarcely comprehend.” The changeling queen paused. “And you, while I don’t think you’re immortal, you’re going to have Luna’s strength once you recover.”

Stout tittered and Sideralis felt very, very confused.

“You will never be able to be with a normal mare. If you tried, a single enthusiastic hump would shatter her pelvis.” There was more tittering from Stout as Chrysalis continued. “Attempts to breed with little ponies would prove fatal. Your orgasms would turn their bodies to jelly. Your semen, when ejaculated, will exit with hundreds of of pounds of force. You’d blow a hole right through a mare and maybe through a wall as well. There is no pony alive that could handle your affection.”

Sideralis kept his eyes closed as his ears started to burn. Stout had graduated from tittering to outright laughter.

“Stout has a similar problem. She could never, ever breed with a normal pony. If she were to clench her nethers, she’d tear a stallion’s genitals right off. The kind of suction she can generate would geld any male trying to mount her. In more intimate positions rather than just mounting, if Stout were to hug a stallion breeding with her she might crush him into paste. She would certainly crush him into paste during orgasm, because the adrenaline rush caused by orgasm would trigger her combat chassis’ onboard combat chemical enhancement dispensers and she would have a huge surge of strength.”

“I can’t even rub one out like a normal pony, I have to go to a safe room that is made to withstand my involuntary spasms and shudders,” Stout said as she continued to giggle.

“Stout’s body is made to take abuse. Her reproductive system is one of the few that would survive your ejaculations.” Chrysalis cleared her throat. “Twilight Sparkle calls it the curse of the alicorns. They have amazing strength, incredible power, they are amazing, fantastical creatures… and they have the most abysmal sex lives of almost anything on this planet.”

“I… I don’t even know what to say,” Sideralis said in a low whisper.

“I volunteered for a reason.” Stout prodded Sideralis with her hoof.

“You know, I can’t wait until you two breed with one another. I get mystical powers when virgins break each other in, I can’t even imagine what sort of phenomenal cosmic powers I’ll get when an alicorn has their first time.” Chrysalis began to chuckle as she backed away. “I need to go talk to Twilight. Stout, why don’t you try feeding Sideralis some actual food?”

“Think he’s ready?” Stout asked.

The changeling queen shrugged. “He’s already made a month’s worth of progress. We need to get him functioning.” Chrysalis, still chuckling, shook her head. “Ah, Sparkle is going to kill me. It’s been worth it though. I gotta go. You two have fun together.”

And with that, Chrysalis exited.

Author's Note

Curse of the alicorns.

http://www.rawbw.com/~svw/superman.html

Chapter 7

The room was alien. There was no other way to describe it. It was dark, dim, and Sideralis found that his eyesight was improved for some reason. The first thing he noticed was the smell; it smelled like vinegar, or at least like what he believed vinegar to smell like, and potato chips, once more, what he thought potato chips smelled like. There were other smells, but Sideralis could not trust his senses. He hadn’t smelled much in the real world. There was something like wet sawdust and it made him think of a time that he had been sick in school; the janitor had placed sawdust on the puddle of sick. There was a sickly-sweet smell, like overripe bananas.

There were sounds too. Strange sounds. Something thumped like a heartbeat. There was the sound of Twilight Sparkle’s now somewhat heavier breathing. Something sloshed and squirted in some big greenish blue vein and the sound was disgusting. Stout’s hooves made metallic ringing sounds with each step. Sideralis realised that The Ouroboros was the same sort of strange organic steel that Stout’s hooves were. It was the only explanation he could think of for the sound of metal striking metal. Overhead, something blooped, a most peculiar sound.

It was humid in here and the air was moist. It was warm too. Sideralis peered around in the dim light, his eyes adjusting and allowing him to see much of his surroundings. The walls were lumpy, bulbous even. There were few flat surfaces, with the exception of the floor. Along one wall were several greenish growths that pulsated with a strange inner light, some kind of pale green bioluminescence.

Seeing them made Sideralis feel panicked, but he kept his emotions under control. Twilight walked to them, the strange green glowing things, and then stopped in front of them. Sideralis, floating above the floor, was carried closer and then set down upon the floor by Stout, who kept him propped up so he wouldn’t fall over.

“Rainbow Revival,” Twilight said in a low voice that was almost, but not quite a whisper. She turned her head and looked into the teal eyes of Sideralis. “To understand project Rainbow Revival, you have to understand who Rainbow Dash was.”

There was a sad sigh from Twilight and Sideralis very much wanted to comfort her. He didn’t know how or why. He blinked at Twilight, trying to understand her, trying to understand himself, and for a moment, Twilight changed. He stared, seeing a unicorn, not an alicorn, a sad, heartbroken little unicorn who had suffered far too much. Sideralis blinked, trying to understand what he was seeing, and when his eyes opened, Twilight had wings again.

“Rainbow Dash was the Element of Loyalty. She was my best friend. She made me laugh—” There was the painful sound of Twilight swallowing, hard. She closed her surviving eye and hung her head. “She made me laugh even when I didn’t feel like laughing. She… was more than a friend.” Twilight lifted her head and opened her eyes. “I never got to tell her. I never got to say it, but she was my soulmate. I can see it now in hindsight. She completed me. She picked up where I left off. She made everything better. I love all of my friends, but my love for Dash is different.”

Twilight moved closer to Sideralis and then sat down in front of him, moving closer so Sideralis could see her better. She tilted her head back to look into Sideralis’ eyes. Reaching out, she lifted one hoof and placed it upon Sideralis’ chest, just below his neck. “She is the love of my life and everything I do I do it so I can get her back. She got hit by the plague pretty hard. Her wings got devoured, her hooves were dissolved, she had boneworms and they bored through her and consumed her bone marrow. All manner of parasites infested her muscles. She had worms in her heart. Before she died, I had her placed into a cocoon, in suspension. She waits at death’s door.”

Overcome with sadness, hearing Twilight’s sniffles, knowing that one of his little ponies was hurting, Sideralis struggled to do something. Anything. Twilight was leaning up against him, her cheek against his neck. He could feel her body jerking. She was crying and he was powerless. He couldn’t even sit up on his own, Stout was holding him up and he was surrounded by that weird orange glow.

Sideralis realised that he hated feeling powerless. His left front leg twitched, then twitched again, and he felt a heavy sadness in his heart. One of his ponies was crying and there was nothing he could do. The pain it caused him was indescribable. The emotional pain was matched by physical pain when his left front leg suddenly lifted and wrapped around Twilight. There was a pop, a crackle, and a loud gasp as Twilight squeaked.

He had just hurt one of his little ponies. Sideralis panicked, not even knowing how his leg had moved and now he couldn’t let go. He was crushing Twilight in a hug. He heard a surprised grunt from Stout and he felt something tugging on his left leg.

“Twilight, I’m sorry!” Sideralis shouted, fearful of what he had done.

Gritting her teeth, Twilight’s horn ignited and her magic overlapped Stout’s orange glow. Sideralis’ leg relaxed and he let go. Twilight, her barrel heaving, did not move away from Sideralis, but looked up at him with her one remaining eye.

“You moved! That’s… wonderful! And impossible!”

“I hurt you… I’m sorry!” Sideralis felt awful. He had just hurt one of his little ponies. They were tiny, they were fragile, and there was something screaming inside of his head that they must not come to harm.

“You surprised me more than anything.” Twilight twisted her head around, causing her neck to crackle. “Actually, you got that annoying crick out of my back, it was right there between my wings.” Twilight’s wings flared out for a moment, she stretched them, and then let out a little groan. “I’m fine, really. I’ve had worse.”

Still feeling bad, Sideralis stared down at the little mare sitting in front of him, feeling guilty and protective. He wanted to comfort her. He wanted to take away her hurts. He wanted to crawl into a hole in the ground and die for the discomfort he had caused her. A feeling of anguish crept into his mind and he thought about Luna… she had hurt her little ponies. He remembered his lessons in school. Luna had become Nightmare Moon… and she had hurt ponies. Sideralis had a hard time conceiving Luna’s pain if his own was any indicator to go by.

“Don’t cry…” Sideralis could feel Twilight’s hoof touching his cheek as she spoke. She was looking up at him, her own eye more than a little teary. He wanted to comfort her again, but he silenced that need. He didn’t want to crush her again. Little ponies must not be harmed. Sideralis felt strange; it was almost as if he had somepony else’s thoughts inside of his head.

Heaving a sigh, Twilight continued: “I’m going to heal Rainbow Dash. I’m going to make her better. Make her whole, make her healthy.” Twilight let out a sad laugh. “When I get done, she’ll be twenty percent more awesome.”

“This is why Octavia is so important to Twilight’s efforts,” Stout said as she reached out and touched Sideralis left front leg, while bending and flexing the joints in her telekinetic field. “Rainbow Dash will be greatly enhanced, but she’ll still be able to pass herself off as mostly normal.”

Twilight nodded. “I need Dash for more than just her rainboom… there is so much I still want to tell her.” The smaller alicorn sighed, shook her head, and then wiped her eye with her foreleg as she sniffled. “Sideralis, this is very hard for me to say. You’re a healthy, able bodied pony. There is something that Chrysalis wants to do but I don’t know if it should be done.”

“And that is?” Sideralis asked.

“She wants to take one of your eyes,” Twilight replied.

Sideralis felt Twilight shiver against him. One wing unfolded and hung down limp against his side after a single twitch. Twilight was still crying, still in pain, and he still felt awful that he had hurt her. There was something in his mind, something like a presence, and Sideralis passed it off as strong instincts of emotions.

“If she needs one of my eyes to help heal my little ponies, she may have it,” Sideralis said in a low voice. He blinked his eyes and then peered into the cocoons along the wall. Rainbow Dash and who else?

“She says that if everything works out like she hopes it will, she’ll be able to give you a new eye. And a new eye to everypony that has lost one. Chrysalis seems convinced that this will work.” Twilight hiccuped, sniffled, and then snorted.

“How does she know so much, anyways?” Sideralis asked. “I mean, how does she know how to do this?”

“Oh… oh that’s really fascinating actually,” Twilight replied. The little alicorn cleared her throat and let out a cough. “Chrysalis knows everything that her drones know. Right now, she has several hundred drones reading every medical textbook we could muster. Every science journal. Every notebook from every prominent research scientist. Chrysalis has a means of distributed learning and an almost perfect eidetic memory. Overnight, Chrysalis can become an expert in almost anything. Her learning drones feed her an almost constant stream of information, learning everything she can about Equestrian medicine, the zebra studies into genetics, and some of the advanced science of the Saddle Arabians. She’s already consumed about the past hundred years of medical research and has moved onto theoretical stuff… mad science. Crazy stuff. The stuff that wasn’t allowed back when the world was sane.”

Sideralis had trouble understanding what Twilight was saying. He didn’t understand. He said nothing, feeling confused and overwhelmed. Perhaps he would ask about it later and have it explained to him, but now was not the time. He loomed over Twilight, feeling very protective, and he could feel her tears against his neck. She was leaning against him now. He wanted to sweep her up in his wings and become her fortress, keeping her safe.

The compulsion was so strong that Sideralis began to feel faint. A strong feeling of lightheadedness overtook him. The room around him blurred, becoming fuzzy. He felt his heart racing. The guilt for hurting Twilight became even stronger, it was a physical pain now, and it was terrible.

With a pained gasp, Sideralis felt the world slip away.

“Luna? Luna, can you hear me? Luna, are you still there? It’s been so long since I heard your voice with my own two ears in the waking world… answer me! Luna? Oh gosh, please, please talk to me again… Luna? LUNA!”

Sideralis felt himself being shook. He was flat on his back on the floor and Twilight was looking down at him. He could make out the details on her scarred face. The eyepatch covered her missing right eye and a mass of wrinkled scar tissue stretched from her right ear down to her muzzle.

“I’m not Luna,” Sideralis said, his voice a strained moan.

“But… but you were Luna. Something happened… your voice changed. You started talking to me, telling me things that only Luna would know… you comforted me and you made me feel better… you were Luna!” Twilight shook her head and then touched Sideralis’ face with her hoof. With a plop, Twilight sat down on the floor beside Sideralis and then let heave a sad sigh.

“I don’t know what happened… I don’t feel well.” Sideralis closed his eyes.

“We should get him back to medical,” Stout said to Twilight. “Whatever it was that just happened, it seems the link has been severed.”

“She’ll find a way to do it again… I know Luna… she’ll find a way.” Twilight drew in a shuddering breath and then wiped her eye. “She’ll find a way… Stout… I’m so alone, Stout. I don’t know what I’m doing. I’m the last one… the last alicorn and I don’t know how to save everypony—”

“That’s not true. We have Sideralis now and it seems that Princess Luna has found a way to pass you messages from Princess Celestia.” Stout moved closer to Twilight and patted the distraught mare on the withers. “Anyway, we should get Sideralis back to medical and then follow Princess Luna’s advice.”

“Advice?” Sideralis asked.

“Princess Luna left instructions to keep you out of bright lights. It’s hindering your recovery, damaging your eyes, and weakening you. We need to get you into the moonlight and then you’ll begin to get your strength back,” Stout replied.

“When you’re strong again, you can go into the sunlight, but Luna seems to think that you need moonlight right now more than anything.” Twilight reached down and touched Sideralis’ neck and then looked at Stout. “Let’s get him to medical.”

Stout looked Twilight in the eye. “Twilight, the message—”

“Oh, right.” Twilight Sparkle facehoofed. “Sideralis, Luna and Celestia both want you look after their little ponies for them. Luna says to obey your instincts and Celestia says to follow your heart.”

Confused, Sideralis gave a feeble nod of his head, unable to do anything else.

Author's Note

Next chapter... moonlight.

Chapter 8

The room was large, the largest room that Sideralis had seen in his whole life. Everything was white and black marble. Gold gilt decorated everything. The chandeliers, also gold, twinkled with hundreds of delicate little lightbulbs and teardrop shaped crystals. The room was enormous, not just in size, but in scale. The stairs were so large that Sideralis felt as though he had become a foal again. The tables, piled down with food, made Sideralis feel small because his head hardly came up to the edge.

A beautiful red carpet ran the length of one of the staircases, brilliant scarlet with dark purple borders and bright blue fringe along the edges. Somewhere, a band was playing, there was beautiful music the likes of which Sideralis had never heard before, but there was no sign of the band.

Or anypony else for that matter. This gala, as grand as it was, was empty. Not one pony was present to gallop in this gala. Not another soul could be seen. The tables, piled with food, had nopony standing around, eating the food, and enjoying it. The punchbowl had no gay conversation. There was nopony present to enjoy the party. There was only Sideralis, and he was alone.

Compelled by some force within, Sideralis mounted the stairs, following the red carpet. It was as if something had latched on to something deep within him and was pulling him along. He could feel the tugging from somewhere deep inside of his body. He walked forwards, up the stairs, his eyes wide with wonder, he was dumbstruck by the beauty around him.

The music quieted for a moment and then a sassy, brassy trumpet began to play, drowning out the other instruments. Sideralis found his rump shaking, moved by some powerful unseen force, and when he reached the top of the giant staircase, he stood dancing, swaying to the sound of the upbeat trumpet. The stairs had been a challenge, they were very large, and he was very small.

At the top of the stairs was a long mezzanine which had a tall double door at the other end. Sideralis saw a rainbow coloured tail swishing as it disappeared through the door. He took off at a run, heading for the other pony, curious as to whom it might be.

His hooves made muffled thuds as he ran along the carpeted marble floor. The double doors were still open, just enough for him to slip through. The doors looked as though they were twenty, maybe thirty feet tall, and seeing them made Sideralis feel even smaller and more foalish.

Beyond the door was someplace else entirely. Sideralis looked around, not knowing where he was. The band and the lovely trumpet was gone. The grand ballroom had vanished. Even the door was gone. Sideralis saw a city made of clouds ahead of him. He was standing on a cloud, not a very big cloud, and sitting on the edge of the cloud was a sky blue pony with a rainbow mane and tail. She was small, much smaller than he was.

She was a filly.

Sideralis’ head tilted off to one side as he made a curious expression.

She was a filly and she was crying.

Something inside of Sideralis’ mind shuffled as a new set of feelings and desires kicked in. A crying filly was a bad thing. He hurried over and sat down on the cloud beside her, feeling very anxious. Something inside of him wanted to make the crying stop somehow. Little fillies weren’t supposed to cry. They had to be comforted until the crying stopped.

“Hi,” Sideralis said, not knowing what else to say. He looked down at the sniffling filly, and realised that the reason why the world seemed so large was because he was a colt. And not a very big one, either. He scooted closer and placed a wing over the filly’s back. “My name is Sideralis… what’s yours?”

Sniffling, the filly looked up at Sideralis with teary rose coloured eyes. “I… I… don’t remember my name anymore.” The filly hiccuped. “I think I’m dreaming. When I first went to sleep, I used to dream, but then the dreams went away.”

“Well, this is a nice dream.” Sideralis smiled down at the filly, then reached out his foreleg and wiped her nose for her, not caring about a bit of snot.

“This is a nightmare.” The filly’s barrel began hitching and she blinked many times in rapid succession as she tried to stop more tears from coming. “I want to go home… it’s right over there… but I can’t fly… I can’t cross over… I’ve lept from here so many times and I just fall down. I can’t go home… I can’t remember who I am… I don’t know what I’m doing here.”

Feeling an ache in his heart, Sideralis lifted his head and looked over at the city made of clouds. Tall buildings, towers, beautiful columns, villas, even a castle way off in the distance, all of it made from clouds. He could see figures flying around the city, and after a moment of staring, his vision sharpened, allowing him to see everything in perfect clarity. The city was filled with pegasi. Far across the gulf, across the expanse of blue sky and emptiness, on the far side, sitting on the edge of the cloud city, there were two pegasi. The first one was a somewhat darker shade of sky blue, this one was male and he too had a rainbow coloured mane. The second was pink, almost garishly pink, and had an electric blue mane. She was female.

Sideralis looked at the filly by his side, staring at her for a moment, and then, lifting his head, he looked at the two figures sitting on the other side. The pair of them were sitting and waiting. Sideralis once more looked down at the filly sitting by his side. She was leaning against him now, crying, her wet, snotty face pressed up against him.

Crying fillies could not be allowed to keep crying, or so something deep within Sideralis’ brain told him. He glanced at the two pegasi sitting across the way, sensing their sadness. It was almost as if his horn was a funnel that allowed sadness and other emotions to be poured right into his brain from outside sources. He squinted, trying to see their faces, and his ears perked forwards.

“Get on my back, I’ll carry you,” Sideralis said.

“Really?” The little filly sniffled. “You’d do that for me?”

“Yes, of course,” Sideralis replied as he felt two thin little forelegs wrap around his neck. He felt a warm body clamber onto his back as he stood up. He carried the filly’s weight with ease, he was a colt but his legs were strong.

“I can finally cross over!” the filly yelled. “I can finally be with other ponies again!”

Sideralis’ wings flared out, they weren’t very large or majestic yet, but he knew that one day, they would be. They would be wings that would cast a shadow, a shadow that things that lurked in the dark would be afraid of. He backed away from the edge, made a few test flaps, and then, after sucking in a deep breath, he took off at a run for the edge.

He kicked away from the soft clouds with everything he had, his wings tearing at the air, and for a moment, he was soaring. But then, something went wrong. There was no air beneath his wings, only an empty void, and he felt himself being sucked down. He flapped with all of his might, but it was to no avail. He plummeted, and he felt the two legs around his neck squeeze him.

“This next part hurts!” the filly shouted as they plummeted into the void together.

Sideralis awoke to the sounds of an alarm beeping. Stout was not in the bed with him. He made a few feeble kicks, discovering that his legs had a lot more movement. His wings thrashed at his sides. His body hurt all over, every muscle ached. With a great deal of effort, he was able to twist his head around. What he saw made him lose control over his bladder, not that he had much control to begin with.

Stout was on the floor, by the door. The door had a dent in it. There was something wrong with Stout, something horrible that made Sideralis let out a pitiful, whiny scream of terror. Stout’s head was turned around to the point of being backwards, and her neck was jutting out at an off angle. One of her legs was twitching and the muscles of her body convulsed.

Worst of all, Stout was beeping. She was the source of the alarm. Ponies’ heads should not be twisted around backwards and they should not beep. The sight was too much for Sideralis to bear and he began sobbing, feeling guilty for having brought grievous bodily harm to his companion. He had broken her somehow.

The door opened, but, being dented, it couldn’t open all the way. There was a flash of yellow and soft pink in the faint, dim light. A magical glow flared, a brilliant golden light, and the door was forced open as metal squealed and creaked.

Fluttershy entered the room, followed by a pony that Sideralis didn’t know. She looked a bit like Stout. Sideralis heard Fluttershy gasp, followed by a concerned sounding ‘meep.’ The yellow pony stepped over Stout and stood next to Sideralis. He felt her soft touch upon his neck.

“Be quiet and be still… if you please… could you stop crying… please?” Fluttershy asked. The yellow pony turned her head. “Mjölna, I think Stout needs assistance.”

“I dunno what happened… I was dreaming… I was dreaming… I think I kicked her—”

Sideralis fell quiet when Fluttershy’s hoof came to rest upon his lips. She looked at him, her eyes wide with gentle concern, and she nodded, causing her long mane to slip down and cover most of her face.

“I think you did. And Stout’s big head dented the door. Now be a good pony and stop fussing, before Nurse Fluttershy has to sedate you.” Fluttershy gave Sideralis a warm smile, pulled her hoof away from his mouth, and began to stroke his cheek.

Eyes wide with terror, Sideralis watched as Mjölna lifted Stout and began twisting her head back around, producing a sickening crackle as she did so. There was a strange creak of metal and Stout’s whole body convulsed, her legs kicking, and one leg kicked the wall, leaving behind a massive hoof shaped dent in the solid steel plating. Sideralis, witnessing this, did the only thing a pony could do in his position—he screamed with every bit of force that his body could muster.

He screamed a second time, took a deep breath, screamed again, took another ragged deep breath, and then screamed until he was hoarse. As he was screaming, Fluttershy was opening a cabinet with her hoof, and she lifted something out in her mouth. Sideralis was so focused on Mjölna twisting Stout’s head back into a proper position that he did not notice that Fluttershy was now armed with a tremendous syringe that had a simple picture of a mama pony tucking a foal into bed on the side.

Making an apologetic squeak, Fluttershy stabbed the syringe into the meatiest part of Sideralis’ thigh and then jammed down the plunger with her hoof. She lifted her head, letting go of the syringe, letting it slip free from her mouth, and gave Sideralis another gentle smile. “Now calm down. Hush… hush… let the medicine work. Be a good pony, or I’ll have to get the super-duper-coma-inducer.” After speaking, she grabbed the syringe in her teeth, yanked it out, and then dropped it into a bright orange bin.

The yellow pony stepped away from Sideralis and over to Stout. She reached out a hoof, rapped a few times on Stout’s head, producing a thunking sound with each strike of her hoof, and then in a soft voice, Fluttershy said, “Creamy Stout… assessment.”

Now limp and unable to move, Sideralis watched as Stout’s eye did crazy things, bouncing around inside the socket like a foal’s rubber ball. The alarm beeping continued unabated, hurting his ears and making his panic worse. The sound was unbearable. It was a sound that no pony should ever make. Ponies should not beep. Ever.

“Creamy Stout… assessment,” Fluttershy repeated.

Mjölna, frowning, gave Stout a hard whack upside the head and the dreadful beeping alarm ceased to function. Stout’s eye stopped bouncing around all crazy in its socket.

“Creamy Stout, this is Mama Bird, can you give me an assessment?” Fluttershy asked once more as she peered into Stout’s surviving eye.

“Spinal integrity has been compromised.”

Sideralis, still freaking out but now unable to move at all, squeezed his eyes shut. Stout’s voice was all weird and wrong. Her cheerful sounding voice was now cold, unfeeling, it was mechanical.

Fluttershy, who had each of her front hooves on each of Stout’s cheeks, touched noses with the earth pony that seemed to be having some of major malfunction after having her head twisted around. Sideralis, who had his eyes closed, did not see the glowing orange projection that appeared and floated in front of Stout’s face, being projected from one of her front teeth. Fluttershy pulled her head back and had a good look at the glowing orange projection, reading the glowing letters and numbers, and clucking her tongue.

“Oh you poor dear, he kicked you in the chin and right in the... um, uh, ah, um... teats… oh, my poor baby… Mama’s gonna make you better, don’t you worry,” Fluttershy whispered. She rubbed Stout’s cheeks. “The force of the blow turned your head all the way around and then some. Creamy Stout, reroute lost functions though auxillary until the swelling goes down and the teeny, tiny tear in your spinal column heals.”

“Rerouting,” Stout replied, still speaking in a mechanical voice. Her whole body shuddered and then went still, the convulsing finally ending. The earth pony let out a beep and then the bright orange projection screen vanished. “Ow.” Stout reached up and rubbed her chin. “Is Sideralis okay? Sid? Speak to me, what happened? Fluttershy? I don’t remember what just happened—”

“You conked your head… you got kicked out of the bed,” Fluttershy said in a soothing voice. “Sideralis is fine, but he had to be calmed down the somewhat pokey, ‘I’m sorry I stabbed you in the thigh’ sort of way.”

“Your head was backwards,” Mjölna said to Stout as she patted her counterpart on the back. “You suffered from a five hundred and forty degree turn of your neck. You feeling okay?”

Stout squirmed and tried to get free from Mjölna, her legs now moving in a slow, steady pace. “Sid, say something to me… you didn’t hurt me, please, stop crying and say something!”

“I’m sorry.” Sideralis opened his eyes and saw Stout getting up on her hooves. He watched as she approached, her walk was a little off, but she was moving. “I’m so sorry.” Unable to bear looking at her, he closed his eyes and gibbered.

He felt a heavy leg slide over his neck, and then a warm, somewhat damp nose touched his snoot. He opened his eyes and saw Stout’s single orange eye looking at him. There was a huge lump on her chin.

“I’m going to get you cleaned up and sorted out. Once I’m done, I’ll take you up top to the deck so you can be out in the moonlight.” Stout pressed her nose into Sideralis a little more and rubbed his neck with her foreleg. “I’m sorry that you saw me malfunction. I can’t imagine how unnerving that must have been. I’m not like other ponies.”

“Your head was completely twisted around,” Sideralis whispered.

“Oh, she’ll be fine, I promise you.” Fluttershy moved to the side of the bed and patted Stout’s ribs. “Chrysalis and Doctor Gizmo Gears built Stout to take abuse.”

“Too bad the door wasn’t made to take abuse. I’ll have to replace it. I’ll do that while you are out on deck. That’s quite a kick you have there, Sideralis. I think you’re getting your strength back.” Mjölna grinned a lopsided grin.

Fluttershy threw her forelegs around Stout’s neck and squeezed. “Oh, my poor baby… I don’t like seeing you like that either. It’s awful, just awful. And you have a bump on your chin—”

“Mom...”

“My poor, precious baby, you got kicked in the teats, are you—”

“Mom!”

“Stout, you need those teats… how else will little foals—”

“MOM!” Stout gave a gentle shake, loosening Fluttershy’s grip around her neck.

The yellow mare, undaunted, latched back on, clinging to Stout, and squeezing. Stout, a stoic, resigned herself to her fate and stood there, still, unmoving, her surviving orange eye staring at Sideralis, as if threatening to bore a hole through him if he did so much as laugh or smile.

Mjölna, standing behind Fluttershy and Stout, began to snicker as she stepped out of the room and into the hall. The bulky, older earth pony stood out in the hallway. Her snickering became full blown bellows of laughter that boomed and echoed down the hallway.

“I’ll help you get Sideralis cleaned up and I’ll help change the bedding,” Fluttershy said, whispering her words into Stout’s quivering, twitching ear. The yellow pegasus gave Stout a swift, quick peck. She looked at Sideralis, who was still crying, but was now limp. “Let me give you a hug, you’ll feel better… oh, you poor dear, this must be awful for you.”

“Your scalp was split open…” Sideralis peered at Stout, limp, unable to move at all as she levitated him down the hallway. “How are you not brain damaged?” He looked at his companion, still having a hard time believing everything he had just witnessed. A part of his mind kept telling him that he was still sleeping and all of this was a dream, a bad dream.

“Eh, Fluttershy and Mjölna were able to superglue my scalp back together—”

“You hardly bled!” Sideralis blinked his eyes and then somehow managed to move his head just enough to shake it back and forth in a feeble ‘no.’ “How are you walking?”

“I have systems that keep me from bleeding, or at least slow down the blood flow,” Stout replied. She took a deep breath. “As for how am I still walking and functioning… changelings do not have spines. They are not vertebrates. They have nerve clusters throughout their whole body, so that way, if one part becomes damaged, they can continue to function. I have a vast network of nerve clusters modeled after changeling anatomy that will allow me to keep functioning in the event that my spine is damaged. At some point, Chrysalis wants to remove my spine completely and find some other means of structural support that doesn’t have nerves running through it. I’m not sure what will replace it though. I don’t have an exoskeleton.”

Stout, shuffling along on three legs, wasn’t walking at her usual speed, but she was still moving along well enough, and Sideralis was floating in a fiery orange glow. As the pair walked, Sideralis had all kinds of questions that formed in his mind. Did Stout have free will? Did she want to be his companion or had she been made to feel that way somehow? What was up with the mechanical voice? There was so much that he didn’t know.

Moonlight. Beautiful, silver moonlight. The moment he felt it touch his skin, Sideralis felt something come over him. It soothed his worried mind, calmed him down, and his eyes came into a sharper, but still somewhat fuzzy focus. He closed his eyes and basked in the glow of Luna’s moon, feeling her invigourating touch upon him. A million stars twinkled overhead, filling the night sky with a pale luminescence. Sideralis could feel the touch of the stars well, some strange sensation that called out to him, and he longed to go soaring through the night sky, carving through the air with his wings.

He was laid down upon the deck, his legs limp beneath him. He felt his head lifted and then set back down on something soft, fuzzy, and hard. He realised that he had his head resting on Stout’s back when he felt her breathing beneath him. He opened his eyes for a moment, looking around, and saw others out on deck enjoying Luna’s moon. For a brief instance, his vision sharpened to a point beyond perfection, and he could see ponies necking, ponies kissing, this was an amorous time for the crew of The Ouroboros. His keen vision faded and everything became blurry once more. Overhead, the gasbag glowed with a luminous blue-green glow that mixed with moonlight and bathed the deck in soft, gentle light.

Feeling the moon shining down upon him, all of Sideralis’ questions, all of his troubles, and all of his worries faded away. He sighed, glad to be close to Stout, no longer caring if she was a pony or not. It was just nice to be close to her, to feel her against him, to have another pony with him in the moonlight, keeping away the loneliness. He didn’t know why the night was a lonesome time, but it was, something in the back of his mind knew it, even feared it, and Stout made for fine company.

“Stout, I’m sorry I kicked you,” Sideralis said.

“Eh, shut up about it,” Stout replied. She yawned and stretched her front legs out before her. “After you moonbathe for a while, I plan to feed you. Try to work up an appetite.”

Author's Note

I do hope that some of you are enjoying this tale.

I'd love to hear from you if you are. Any little helpful suggestion to help me improve my craft. Thank you.

Chapter 9

With a jerk, Sideralis awoke. He blinked a few times to clear his head. He had fallen asleep, unaware that he had done so. He heard voices around him, low soft words, soft murmurs. His head was resting on something both soft and hard. Something that smelled good, something feminine. After a moment of taking stock of his surroundings, he remembered that he was on deck getting a little much needed moonlight.

It seemed that he wasn’t the only one curled up with Stout. Inches away from his nose was a familiar pink mane and yellow pelted neck. Fluttershy was laying beside Stout, her legs folded up beneath her. There was something else, something big, something larger than a pony. It took a moment before his eyes focused. It was big, rather purplish in the moonlight, and the faint light reflected off of many shiny surfaces. Sideralis didn’t know what it was. He smelled smoke, a scent that made him think of burning leaves in the fall with his parents.

Parents who were changelings and weren’t his parents. Parents who weren’t real. Burning leaves that were little more than a false memory. Even the scents that Sideralis thought were familiar were all lies. He felt a burning coal of anger smouldering inside of his barrel and he took a deep breath.

“Spike, I know you miss her… I’m sorry,” Fluttershy said in a soft voice.

“She was my beautiful, glittering diamond.” The strange creature lifted up a clawed hand and pointed. “I think the starry one is awake.”

Sideralis felt Stout shift a little bit beneath him. He wanted to lift his head and look around, but couldn’t. He tried to get a better look at Spike, whomever he was. He was big, he was scaly, he was all sharp teeth and tendrils of smoke curled out of his maw.

“Sideralis, this is Spike. He’s a dragon. I think that you’ll be friends,” Stout said.

“Hello Sideralis, I’ve been wanting to meet you. You’ve made Twilight very excited.” Spike moved closer, his claws scraping over the deck. “We worked very hard to steal you away… I got to be a decoy and have a little fun.”

Sideralis peered at Spike and noted that the dragon seemed… healthy. Spike had both eyes and he moved with a fluid grace. Sideralis tried to remember something that was brought up at some point in the recent past, something about dragons. “Dragons attacked the ship.”

“Yes they did,” Fluttershy replied in a sad voice.

“How is Spike healthy?” Sideralis asked.

“Oh, that’s… that’s unpleasant.” Fluttershy shook her head. “Spike’s not like other dragons. Well, most dragons are good, or I’d like to believe they are.” The yellow mare shuddered and closed her eyes. She pressed up against Stout and let out a whimper.

“There are some bad dragons,” Spike said as he settled in a little closer to Stout, Sideralis, and Fluttershy. “After the fall of Canterlot and Ponyville, when the rest of Equestria was being seized, there were no princesses to hold back the bad dragons. They ran rampant without fear of punishment or retribution. Mariposa was using them, she had made a deal with them, but she double crossed them. Some of the dragons served her willingly, but that wasn’t enough.”

“What happened?” Sideralis’ ears perked forwards; he wanted to know everything about his world, even the unpleasant things.

“Some of the dragons and other monsters succumbed to parasites. They ate some of the sick ponies. The parasites worked their way from the dragon’s stomachs to their brains. The more they ate, the sicker they became.” Spike shook his head. “Greed was our real undoing though. Mariposa gave away a lot of gems to the dragons, and they couldn’t resist. Turns out the gems were actually eggs for a new magical silicon based parasitic lifeform. Dragons were vulnerable to these.” He tapped the side of his head with his claw. “These dragons became fiercely loyal to Mariposa. We managed to kill one during a battle and Crysalis had a chance to examine it. It had no brains… just a mass of crystals inside of its skull. They protruded from the back of the dragon’s head, almost like an antennae. It’s pretty gross.”

“Spike is a good dragon… he’s not greedy.” Fluttershy reached out and patted Spike’s leg. “We have crystal gardens for him on this ship… Twilight was able to make rapidly growing crystals so Spike will never have to worry about a contaminated food source.”

“What did it take to get me out of… wherever I was?” Sideralis asked.

“You were in a vault in Las Pegasus,” Fluttershy replied. The yellow mare turned her head around to face Sideralis and shifted her body so she could be more comfortable. “Princess Luna made it very clear that we were to do whatever was necessary to get you out. Twilight started making a plan. We hit the city from several different positions at once, using decoys. Spike flew in with Mustang Salvation and the two of them began demolishing changeling biostructures. Others began attacking the water purifier.”

“Once the city seemed like it was being invaded from all sides, Twilight Sparkle herself went in with a group of well trained commandos and went into the vault. Most of the guards were busy fighting distractions. Still, over a dozen of us died. It was a rough battle, but it taught us a great deal.”

As Spike spoke, Sideralis angled his eyes skywards to look at the stars. His vision cleared and allowed him to focus on distant objects. The stars twinkled, some red, some blue, and he could see faint wispy clouds. He sighed, feeling better, and felt his tail swish around his backside. It tickled and caused his muscles to tense.

“Twilight is getting pretty good at fighting changelings, but she can’t keep doing this by herself. I think that’s why Princess Luna wanted us to rescue you. I mean, you’re an alicorn… there’s no end to your power.”

“I’m a clone,” Sideralis replied in a low voice. He closed his eyes. “For all you know, I just look like an alicorn. It was foolish rescuing me without knowing if I would be useful. It wasn’t worth a dozen or more lives.”

“Princess Luna seemed to think so.” Fluttershy blinked as her ears splayed out. The yellow mare shook her head. “If nothing else, rescuing you showed us that we could take on a fortified city and get back out again.”

“You don’t kick like a normal pony,” Stout muttered. “My teats are killing me. I haven’t been hurt like that since Mustang Sally suckerpunched me.” Stout let out a sigh. “Alicorn or not, you’re strong. And you’re not even recovered yet. You have to be at least as strong as I am if not more perhaps. If nothing else, we could use your strength.”

“Oh my poor filly—”

“Fluttershy, please, not on deck.” Stout let out a groan and her head dropped down to the deck. “Please, please, please. I’m a grown mare now.”

“You hush,” Fluttershy said, making a polite, gentle demand. The yellow mare wrapped her forelegs around Stout’s neck. “You used to be my little filly… you and Mustang both. But you… once you had new legs, you would follow me everywhere and you called me ‘Mama’ and you were so cute and adorable and seeing you up and moving again after how sick you were gave everypony hope that we could recover.” Fluttershy leaned her head in an gave Stout a soft smooch on her ear.

“Where is Mustang Sally right now?” Sideralis asked.

“Recovering in the med bay,” Spike replied. The big dragon snorted and then smiled.

“What happened?” Sideralis found himself curious; he had seen with his own eyes that Stout could take quite a thumping. What had brought down Mustang if she was like Stout?

“Mustang was supposed to form a distraction with me. We did a lot of damage and wrecked a bunch of stuff. I was setting things on fire. Our distraction was too good… the army arrived, not just a couple of guards.” Spike shook his head, snorted once more, sending out a column of smoke from his nose. “Mustang, she still had her inhibitors on. Twilight is afraid of what Mustang might do without them. Didn’t slow her down much. She picked a fight with about fifty or so bugs.. not the little drones, but the big warrior types. She refused to retreat with me. So… I had to go get help.”

“She’s not very bright.” Stout leaned her head over and let Fluttershy hold her.

“When I got back, we had to search for Mustang.” Spike let out a chuckle. “We found bugs all over. Smashed through walls, crushed, impaled on rebar and pipes, a bunch of them had a wall dropped down on them, crushing them, and soon enough, we found Mustang. Reinforcements had arrived and she was being swarmed. They’d torn one of her front legs off somehow. She doesn’t remember what happened. She was burned all over, they had set her on fire to try and slow her down. They’d even tried electrocuting her, which was a bad idea.”

Fluttershy winced. “That would only charge her reserve batteries.”

“She turned on her discharge generators… makes her hooves like stun batons… powerful electric shocks… she wasn’t supposed to be able to turn those on. She overcame the failsafes.” Spike lifted his head and scratched his belly with his long, curved claws.

“It’s her body, why can’t she have control over her own functions?” Sideralis asked. He felt troubled by all of this. Something deep within him balked at everything he was hearing and everything that he had learned.

“Oh, she’s dangerous,” Fluttershy replied. “She’s so very dangerous. And my sweet little Mustang, she has a bit of a temper. She reminds me of Applejack… so stubborn.”

“But you made her dangerous.” Sideralis, without even realising it, lifted his head from Stout’s back. His neck creaked as his body struggled to support the weight of his head. “You made her this way.”

“She agreed to the failsafes. She agreed to be a part of the program. She was never forced into this.” Spike glanced at Fluttershy and then back at Sideralis, the dragon noticed that Sideralis had lifted his head.

“How old was she?” Sideralis asked.

Spike lifted his claws, holding them up in front of him. “She agreed to the program. She wanted to get better.”

“How old was she?” Sideralis demanded.

“We don’t know.” Fluttershy’s soft voice cut through the building tension like a knife. “She and Creamy Stout were foals. They were going to die. Twilight was thinking of having them placed into changeling pods because we couldn’t heal them. We had to take drastic measures. I didn’t agree with it either at first and I was very, very angry with Twilight for even thinking about it.”

“So then why did you allow it?” Sideralis asked. “How could you?”

“Because… Twilight made the hard decision that it was worth a few lives to save thousands, maybe millions before all of this is done. We had a long discussion, she and I. At the end of it, I had a grudging respect for her decision. We struck a deal that I would be Mustang and Stout’s caretaker and we would try to treat them with as much love and dignity as possible.” Fluttershy closed her eyes and pressed her face against Stout’s cheek.

“There are others like them now.” Spike watched as Sideralis’ head dropped back down upon Stout’s back and he relaxed a little. Something about the angry expression on the blue alicorn clone’s face unnerved him… and, as much as Spike didn’t want to admit it, frightened him. “We’ve had to do questionable things. We’ve had to ask ourselves some very tough questions. Twilight is prepared to live with herself once all of this is over. She doesn’t know what the outcome will be, but she has decided that she will do whatever is necessary to win and she will bear the burden of the consequences upon her own back.”

Silent, Sideralis thought about everything he had just heard. He thought about Stout. He thought about her cutie mark. She was dedicated to the project, it was her life, it was her purpose, her destiny. He was willing to give up one of his own eyes to the project to help. Feeling conflicted, Sideralis was no longer certain of his feelings on the issue. He wanted to meet Mustang Salvation, but he said nothing. Not now. Something in his guts told him that enough had been said and it was time to learn more before saying anything else.

“You know, I think I should see if Sideralis can eat something,” Stout said.

There was a new door put in place. Sideralis noticed it as they entered. The dent was gone and the metal door looked different somehow. The lines of rivets seemed to make up a different shape. There were four triangles that formed an ‘X’ of rivets and a rectangular door.

Stout laid Sideralis down upon the bed. She then stood on her hind hooves, placed her front hooves on the bed, and looked down into his face. “You lifted your head out there on the deck. I noticed. I felt it.” She smiled. “What would you like to eat? Care to live dangerously and try something a bit more substantial than pudding or applesauce? I could get you oatmeal… or maybe a fruit smoothie. I don’t think we should try chewing anything just yet.”

“I could try a fruit smoothie.” As he was speaking, Sideralis tried to remember lifting his head. He had no recollection of doing so. “I want to meet Mustang. I’d like to talk to her.”

“Maybe later,” Stout replied. “Right now, she’s not even conscious. She’s been shut down and placed into suspension until she heals.” Stout frowned for a moment and continued to look down into Sideralis face. “I know it’s all false memories, but is there any kind of fruit that you like? Anything that makes you happy? You’d be surprised what we grow in hydroponics.”

“Um—”

“Wait… let me guess… let me take a crack at this.” Stout touched her hoof to Sideralis’ lips. The earth pony closed her remaining eye and began to hum, shaking her rump from side to side as she stood beside Sideralis’ bed.

Sideralis, looking up, could see a big lump on Stout’s chin. He felt her hoof lift away and her eye opened. There was a look of mischief in her bright orange eye. He saw her smiling, revealing strong white teeth that were perhaps a bit too shiny. He heard Stout say, “You look like a mulberry pony.”

Astonished, Sideralis stared up at Stout, feeling very peculiar as he looked up at her. Her mane had spilled down around her face. She was beautiful, stunning even, even if she only had one eye and wore an eyepatch. “How did you know?”

The earth pony’s smile broadened. “Ah, but a mare must keep her mysterious ways.”

“No, really, how did you know?” Sideralis could feel Stout breathing on him. Her snoot was inches away from his own. “How could you possibly know that about me? I mean, it’s a false memory like everything else, but… but… the taste of mulberries is one of the few things I remember that made me happy.”

The mare let out a sigh and dropped down to all fours beside the bed. She sat down, leaned in her head, and pressed her nose up against Sideralis’ blue cheek. “We’re matching and compatible personality types. Chrysalis went digging through your mind. She created a detailed, catagorised profile of everything she could dig out of your memory. She focused on the things that made you genuinely happy, the things that really were a part of you that your programmers tried to integrate to make your simulation a little more real. She got all of the things that you responded well to.”

“Like mulberries?” Sideralis asked.

“Like mulberries.” Stout took a deep breath and chuffed against Sideralis. She watched his whole body shiver. “Mulberries are my favourite food. I’d do just about anything to get one. It was how Fluttershy used to get me to behave and calm down when I would freak out about something.”

“But I’ve never even had a mulberry.” Sideralis closed his eyes. “What if I eat one and I don’t like how they taste? Nothing I know is real, nothing at all.”

“Chrysalis suspects that you are more than a clone of Luna. You have certain things inside your head that… well, you’re not like the others we’ve pulled out who are less developed. Blank slates.” Stout took a deep breath. “Chrysalis thinks that they made some copies of Luna’s memories and implanted them into you to make things more real. You had the right body to respond to the memories, you are identical to Princess Luna in just about every way imaginable. So… by imprinting her memories into your mind, by making you like what she likes, by making you enjoy what she enjoys, by catering to the tastes that your tastebuds are known to enjoy, they were able to get deep into your mind as they tried to break you.”

“So Princess Luna likes mulberries?” Sideralis asked in a low whisper. He found it very difficult to breath all of a sudden, it was as though something tight was around his barrel, squeezing him.

“Twilight Sparkle was able to confirm that when Crysalis brought it up. Princess Luna had a fondness for mulberry wine and high proof mulberry cordial that only those who knew her best had knowledge about.” Stout lifted her head and looked into Sideralis’ teal eyes.

“So… I am a clone… and a copy of Luna’s memories?” Sideralis managed to turn his head a little more so that he could see Stout better.

“Potentially more than that. With the memory transfers, Chrysalis suspects that you got Princess Luna’s instincts. Some of her personality. A little bit of what makes Princess Luna into Princess Luna. There’s a lot that we don’t know, but she wants to keep studying you. Chrysalis has a theory that with memories being transferable, if she can figure out what Queen Mariposa did to you, how she chopped up Princess Luna’s memories and put bits of them into your mind… Chrysalis thinks that a whole pony might be cloned and their whole memory, personality, everything that makes them a whole pony might be transferred over into the clone’s body. For those ravaged by disease, it would mean a new body. A second chance at life.”

“But… but… what about the clone?” Sideralis felt some unknown emotion gnawing at the back of his mind. It hurt him, made him feel empty, and something deep down inside of him ached when he thought about Stout’s words.

“What do you mean, what about the clone?” Stout asked.

“I’m a clone. I’m not just some blank. I’m a body… with thoughts… a mind… my own feelings… I… I wouldn’t want Princess Luna just… taking me over… it’s horrible,” Sideralis replied.

“Oh no, they would be blanks.” Stout shook her head and stepped backwards from the bed.

“So what makes them blanks? Would they have their minds wiped clean like a slate? Does a pony that is a copy or clone have no mind of their own? What does that say about me? Is there no part of me that is real at all?” Sideralis’ many questions trailed off into a pained whimper.

“I… don’t know… Sid, I’m sorry… I never meant to make you upset.” Stout leaned her head in and pressed her nose against Sideralis’ cheek once more. “All of these questions. Chrysalis wasn’t kidding when she said that you and I are compatible personality types.”

“Stout?”

“Yes?”

“Do I have a soul?”

Stout wanted to say yes. She even opened her mouth and the word almost came spilling out. But the word died on her tongue. She might be somewhat artificial, she might be augmented, enhanced, but deep down, she was still a pony. She had been born as a pony. She had started life as an earth pony and had become something else. There was something akin to panic rising up in Stout as she realised that every second that she didn’t answer was probably hurting Sideralis in some terrible way. She had made a vow to protect him from harm. Her primary directive throbbed inside of her brain as she struggled to answer. Mental trauma was a form of harm, or so her directive reminded her.

“I think—” Stout began, her voice a little hoarse. “I think the true test of having a soul is being able to wonder if you have one at all. A soulless creature would not be concerned by such a detail. But to question the metaphysical existence of such a thing is an activity that only those with souls would do.”

Stout wasn’t certain that she believed everything she had just said, but it sounded good. It was at least thought provoking and perhaps distracting. She heard a soft sigh from Sideralis and her ears perked at the sound. She was hopeful that it would satisfy him.

“Thank you. I think I’ll try a mulberry smoothie now,” Sideralis said in a soft whisper. He turned away from Stout and stared up at the ceiling, not knowing what to think or feel.

“I’ll only be gone for a few minutes,” Stout said as she turned around to leave.

When Stout was gone, Sideralis took a deep breath and thought about his missing cutie mark, an illusion, a false memory, something that had not been real. Perhaps he had no mark because he had no soul. For one very black moment, Sideralis believed that perhaps the best thing that could be done with him would be to be chopped up for study and his body given over for the benefit of others. Perhaps his eyes would give others their vision back, or his heart would give somepony else life.

But then he thought, would a soulless entity be concerned with the welfare of others? He didn’t have an answer. But as he lay in bed, he began to contemplate the question.

Author's Note

The last section was rewritten three times... I'm still a little uncertain about it. :unsuresweetie:

Chapter 10

Everything felt wrong somehow. Sideralis took a moment to figure out why everything felt so very wrong. He was in a strange place; it appeared to be some kind of building. The details were fuzzy. His body felt much smaller. He had a purple horn that he could see through his eyes. He felt wings at his sides. His vision sharpened a bit, allowing him to see white and violet.

“Rarity, are you sure you’re okay? I’ve been worried about you. A number of ponies have been acting a little strange. You’ve not been operating your shop and you’ve been turning away customers.”

That was Twilight’s voice. Sideralis thought about his situation and came to one simple conclusion. He was in Twilight’s body. He could feel her mouth moving. She was smaller, delicate, she lacked the hearty solidness that he had with his body. Her wings felt funny, not unnatural, just funny.

His thoughts were interrupted by an ache inside of Twilight’s head.

“Rarity?” Twilight said, looking at her friend. Sideralis gave a mental squint, trying to see Rarity along with Twilight. The unicorn didn’t look well. Something appeared to be wrong. She twitched and quivered.

Letting out a strange, unnerving, gurgling cry, Rarity lept. Sideralis felt Twilight’s body react, there were strong feelings of shock and surprise. Twilight was bowled over, knocked flat on her back. Looking up, Sideralis could see Rarity now and it was clear that something was very, very wrong. One of Rarity’s blue eyes bulged and it appeared as though there were things inside of it. The surface of the eye had moving, protruding lumps.

Rarity made a strange chittering sound, something not equine at all, not in the slightest. Sideralis felt and heard Twilight screaming. Rarity was drooling, foaming at the mouth, yellow flecked spittle bubbled over her lips. The sick mare had terrible breath. Looking up, Twilight, and Sideralis who was watching through Twilight’s eyes, could see wormy things moving in the back of Rarity’s throat, waving and darting around.

With a sickening squirt, Rarity’s eye popped like a swollen, overstuffed boil. Yellow-green pus erupted from her eyeball and dribbled down to Twilight’s face. Twilight screamed again, and Sideralis joined her. Some thing inside of Rarity’s ruptured eyeball, something came slithering and wriggling out. Multiple tentacles emerged, covered in slimy, glistening jelly. The tentacles reached down for Twilight’s face, and as Twilight lie on the floor screaming, Sideralis felt something wiggling around inside of Twilight’s head. There was a strange pressure inside of her own eyeball. Something moved along the inside of her skull, some horrifying thing lurked inside of her head. As Rarity’s eye tentacles waved, whatever was inside of Twilight’s head responded, as if perhaps it was saying ‘hello’ in return.

One of the tentacles had a little orifice at the end. There was a hissing sound, and green goo squirted from the tip. It splattered onto Twilight’s face, burning and searing, Sideralis could feel the skin he was in sizzling, melting, the agonising pain on his face was almost too much to bear. The pain made the thing inside of Twilight’s eyeball sing; it squirmed, wiggled, and began to struggle. Whatever it was, it was using Twilight’s eyeball like an egg, and it wanted to hatch.

Black spines began to grow from the purple horn protruding from his forehead, and searing, almost unbearable agony came along with them.

Rarity’s mouth opened wide, too wide, there was a disturbing pop as her lower jaw dislocated. Several tentacles slithered from her mouth, strange tentacles, with tips like leeches. Sideralis could see strange teeth gnashing and biting. His own memory of leeches came from swimming in a summer therapy camp that had promised to make him better.

Bits and pieces of Sideralis’ false schooling came into his mind. Scolex? The head of a tapeworm; ponies were susceptible to worms, he had a vivid memory of that. Somehow, in the nightmarish jumble of everything going on, he remembered his school teacher and the many lessons on how ponies were susceptible to worms of all kinds and how important it was to take your worming medicine. Take your medicine. Take your medicine. Always take your pills without question, swallow them down, and keep the worms away.

Twilight kicked upwards, and Sideralis did as well, adding as much mental force as he could muster. Rarity, sick as she might be, was not weak, not in the slightest. Rarity absorbed the blow, ignored it, and then stomped down with her own hoof, right between Twilight’s hind legs.

The pain was blinding, causing an explosion of stars in Twilight’s vision. Twilight, a female, a mare, was just as susceptible to a kick to the groin as Sideralis was, much to Sideralis’ surprise. It hurt just as bad, of that there could be no doubt. Twilight, flailing, tried to brush the tentacles mobbing her face away with her foreleg. The eye tentacles spit more acid and Sideralis could feel the burning liquid on Twilight’s skin.

Kicking out with all of her legs, Twilight shoved Rarity away, her eye now pulsating and throbbing. Sideralis could sense what Twilight was thinking; something was inside of her eye and it would hatch soon.

Rarity let out a strange, inequine sound, a gurgling cry, and her tail lifted, hiking up into the air. Tentacles came snaking out of her back end, coming from places too nightmarish for Sideralis to even consider. Rarity’s whole body writhed and Sideralis could see things slithering just beneath the surface of Rarity’s white pelt. Black things swam and were visible just beneath her translucent pink skin.

Twilight was up on her hooves now, staggering, trying to control her body, but something else was controlling her body. Sideralis could feel it. Something gnawed at Twilight’s mind, seeking control.

For a moment, Sideralis’ vision cleared and he could see details all around him. Pretty dresses. Pony shaped statues wearing dresses. Fabric on display. Bright colours. A box of gemstones. A table with scissors and other tools.

The scissors took on a bright blue glow and lifted from the table. They flew through the air and then lodged into Twilight’s shoulder, just below her neck, sinking in deep and grazing the bone. Sideralis felt it, he felt it like nothing else, it felt so real and brought him so much clarity. In that moment, whatever was happening felt more real than any other time in his life.

He heard a distant rumble, like thunder, then an explosion. The building shook. There were screams, so many screams, and Sideralis felt something… inside of himself? Inside of Twilight? He couldn’t tell where Twilight ended and he began. The need to protect was so strong. Rarity was throwing more things with her telekinesis as her tentacles hissed and spat.

“Rarity… I’m so sorry,” Twilight said in a low, choked whisper, barely able to speak at all. As Twilight spoke, a large sewing machine rose up into the air. There was another explosion and Twilight wobbled on unsteady legs. “I don’t think I can help you, but I hope I can save others.”

Sideralis watched in horror as Twilight brought the heavy cast iron sewing machine down upon her friend. There was a solid, meaty sounding thump as the sewing machine collided with Rarity’s head. The unicorn mare’s head popped, sending chunks of brain and bone everywhere, but the mare did not fall. She continued standing on four unsteady legs. Several long tentacles slithered out of her neck and her body began to move towards Twilight, jerky, unsteady, more tentacles emerging from her bloody, pulpy neck hole.

The head and brain were gone, but the body lived on. Twilight brought the sewing machine to bear once more, and this time, she smashed it into Rarity’s legs. There was a sickening wet crackle as both of Rarity’s front legs snapped and the mare fell down to the floor, writhing, still moving. Again, Twilight brought the heavy iron sewing machine down, this time upon Rarity’s spine. There was a wet, agonised sounding whoosh accompanied by a spray of misted blood from Rarity’s gaping neck hole. Once more, the sewing machine lifted, held aloft in magic, and then there was another terrific crash as Twilight crushed her friend, trying to put an end to Rarity’s horrid, tortured existence.

The tentacles writhed, wiggled, hissed, even also spat, but the body no longer moved beyond a few kicks and twitches. Twilight left the sewing machine sitting on top of Rarity’s severed spine. Sideralis could still feel the acid melting away Twilight’s face, burning into her nose, her forehead, her ear, and her muzzle.

“I need to get my eye out before something happens,” Twilight muttered. She seemed dazed, confused, lost in a stupour, her mind felt blank. Numb. Twilight felt numb. Sideralis could feel that something inside of Twilight had died. Her thoughts were those of serving others, but deep inside, she wanted to die.

That part of her had been silenced through her force of will. Her thoughts became focused; survive at all costs, and remove her own eye. Buried within it all, a new goal manifested. Revenge. Find out who was responsible for this and make them pay.

Trapped inside of Twilight, Sideralis began screaming.

“Wake up.” Sideralis heard the voice in his ear. Something was pinning him down and there was something tight around his neck. Tight, but not too tight. Something heavy was on top of his body, he was laying on his right side and a great weight pressed down on his left side, crushing him into the mattress.

He could feel himself thrashing about, but not too much. It was Stout on top of him, it was Stout whispering in his ear, he could feel her breathing on him. Not wanting to hurt her again, he went still. Stout remained on top of him, holding him, hugging him. He felt her relax a little.

“I was inside of Twilight’s head,” Sideralis whispered. “I saw her dreams.”

“I’m not surprised,” Stout replied in a soothing, calming, reassuring voice.

“She… Rarity… it was awful… I saw her—”

“Shush.” Stout squeezed Sideralis’ neck and then slid off of him. She spooned him, resting up against his back, and she nuzzled her nose against his ear to comfort him.

There was an avalanche of emotions. Fear, terror, anger, doubt, sadness, sorrow, confusion, disgust… and arousal. Beneath everything else that had flooded his conscious mind, there was a powerful feeling of arousal. The feel of Stout on top of him, the feel of her sliding off of him, the reassuring weight of her body pressed against him right now, her hot breath on his ear, she was stroking his neck… unable to stop what was happening, Sideralis slipped free of his sheath, growing hard, and he felt very, very confused. Overwhelmed by everything, he lay there, trying to put the pieces together. The back of his mind gave him a quiet reminder that this was the first real boner that he had ever experienced in his waking life, because all of the wet dreams and fevered fantasies that he had as a colt were not real.

There was a hot throbbing between his legs that did not sit well with his disgust, his fear, and his anger. Bubbling beneath all of his complex emotions, one simple need stood out, and that was to bury himself into something wet and warm. In a way, it was reassuring. He didn’t know how old he was. He didn’t know what he was. He felt like a colt within his own mind, but he had an adult body. Nothing matched. The pieces did not fit. He hurt inside, something more than physical pain, it was an ache that hurt and he could not say where it hurt. It was just there. Everywhere. Part of his mind was still focused on his old routine. Take pills. Always take your pills. Go to school. Go to therapy. Speak with Wisteria. Spend time with his dad. Go to the park. Go swimming at the community pool. Run, run, run, and keep running, hoping that his problems would not catch up to him. He had lived with no wings and no horn. He was an earth pony. He had been an earth pony. A dark blue earth pony with a soft blue mane and the fillies thought he was kind of handsome, in an offbeat sort of way.

It would be easier to be back inside of the Unity Web. Dealing with all of this was too much. Too much. Letting out a choked sob, Sideralis wished that he had never woken up. Maybe in time he could have made peace and his mind would be at rest. Feeling very weird, Sideralis actually wished that Wisteria, his mother, was here to comfort him. Sure, she was repulsive, and something about her made his skin crawl, but she was familiar. He had memories of being raised by her. He could remember sitting in his high chair by the table and Wisteria feeding him, trying to get him to eat something, and he could remember her laughter. Had she loved him? Could she love? Had she felt anything at all or was he just food for her? She was kind… but why was she kind? She had comforted him after thunderstorms when he was scared. She had nursed him when he had his tonsils taken out.

Sideralis sighed. He was debating if Wisteria had loved him using memories that weren’t even real. At that moment, more than anything else, he wanted to die. Nothing, nothing at all was worth enduring what he was feeling right now. He felt himself growing soft, his arousal dying, and his heartbeat slowed.

Without realising that it was happening, Sideralis slipped off into slumber.

The ballroom was ruined. The bright, glowing, twinkling lights were all dark now. There were cracks in the floor. There were tables scattered everywhere. The scent of ruin and decay filled his nostrils and Sideralis marveled that he could see in the almost total darkness. He had been here before, it had been vibrant, beautiful, a wondrous place. Now, the party had ended and this place was dead.

It was still far too large though, at least it felt that way, leaving Sideralis foal sized, feeling confused, uncertain, and alone. His blood ran cold when he saw a white mare come walking into the ballroom. She was translucent, he could see through her. He knew her far too well. He shuddered and thought of tentacles. She approached, her body outlined in a glow.

The white mare paused, shook her head, and then let out a snort of disgust. She looked at Sideralis. “Oh please, darling, that wasn’t me. You must excuse what I became.”

“You’re dead,” Sideralis said to the phantom that looked like Rarity.

“I suppose I am. But Twilight remembers me. She loves me. And you, you touched her mind. I am a memory mixed with Twilight’s imagination and her friendship. I suppose I don’t know what I am, but I exist. Sometimes, I go to Twilight and we talk, and I tell her that everything is going to be okay, and that she is doing the right thing.” The white mare paused. “I tell her that because she needs to hear it. It gives her confidence.”

“Why are you with me?” Sideralis asked.

“You came into Twilight’s mind… when you touched me… I became a little bit more real. I don’t know what happened. I felt you. It was like waking up. I heard a voice calling me. A familiar voice. I don’t think you can hear it, but it is calling you as well.”

Sideralis glanced around the room and then his eyes settled back on Rarity. “I don’t think I should trust in voices calling me. I don’t think I should trust you. You’re not real.”

Rarity’s apparition tittered. “You are the master of this domain. All of this is yours. You’re making this happen. Do you hear her voice? Try to listen… she is singing you a lullaby… she sang you to sleep after your troubling dream. She’s so far away, locked away in her prison, but she still loves you. She’s still trying to be your mother—”

“SHUT UP!” Sideralis bellowed.

“No need to be rude,” Rarity’s apparition said, scowling at Sideralis.

“Everything is a lie. Nothing is real. For all I know… this is the Unity Web thingy trying to pull me back in,” Sideralis said, shaking his head and backing away as he spoke.

“You’ve grown too strong for that.” The ghostly form of Rarity blinked and became a little more solid. “The dreamer has awoken. Her song grows louder. You’ve grown too used to shutting everything out. Just try to listen… please… I know you have no reason to trust me.”

Skin crawling, Sideralis closed his eyes and tried to make all of this go away. He wanted to wake up. He wanted this to end. He opened his eyes. The ballroom was gone, but Rarity remained. He glanced around. He was inside of what he supposed was Rarity’s shop. Rarity was looking around, she seemed happy, she was humming.

He closed his eyes once more, squeezing them shut, and tried to make this all go away. He peeked open one eye to have a look. Clouds. Clouds everywhere. He opened both eyes and looked around. He was standing in clouds. Rarity was gone.

No, not gone. She had wandered off, ran off, she had moved away while he had his eyes closed. In the distance, he could see the rainbow maned filly he had met. He could see Rarity and the filly hugging, but he could not hear if anything was being said.

“There you are!”

Hearing a voice so similar to his own was startling. It was so much like his, only feminine. Softer. He turned, whirling about, panicked, and saw a much larger blue figure rushing for him. His wings flared out but it was too late. The bigger blue alicorn was fast, too fast. He was snatched in her forelegs and crushed to her barrel. She spun through the air, making him dizzy, disorienting him, the horizon all around him rolled. He felt lips kissing him, she was squeezing him, she was happy.

She was crying.

Too stunned to fight back, Sideralis went limp as the blue alicorn flew away with him, streaking off, flying upwards.

Author's Note

This is the first chapter in which we really see the horror that they are dealing with. I hope no one is turned away. To be fair, the story is tagged with dark and gore tags, and it is a horror story. So it was kind of obvious coming in that this was going to get... icky. I suppose I have a different standard of icky than most.

Chapter 11

They had flown up, above the clouds, higher into the sky, and yet somehow, Sideralis found himself dropped into a field of tall grass and wildflowers. The flowers filled the meadow with a riot of colour; blues, pinks, reds, yellows, bright orange. The air was filled with drifting motes of pollen. For a dream, this had a spectacular level of realism.

Without warning, Luna was upon him. Sideralis kicked and wiggled, trying to get away. He was foal sized and helpless against Luna. She had her nose pressed against him, sniffing, snorting, touching him all over; his belly, under his wings, along his neck, his face, his front leg, nowhere was safe from her touch.

“I have a little version of me!”

Luna’s voice was joyous and Sideralis, who had experienced far too many emotions in far too little time went limp in the grass, flat on his back, his legs up in the air. Having gone still, he just stared up at Luna.

“I have a colt!” Luna cried.

“But… but—”

“But what?” Luna asked, sitting down in the grass.

“I’m a clone,” Sideralis replied.

“What does that have to do with anything?” Luna pulled her head back and tilted it to one side, a mammalian expression of confusion.

“I’m a clone… I don’t even know if I have a soul… am I even a real pony?” Sideralis rolled over and sat up, looking at the mare that he was a copy of. “What am I?” Much to his surprise, Luna threw back her head and started laughing. Confused, hurt even, Sideralis scowled at Luna.

Seeing Sideralis’ hurt expression, Luna’s laughter ceased. She reached down with her hoof and booped Sideralis upon the nose. “You are not a clone. You are my hope.”

“But I am a clone,” Sideralis insisted. He felt a cool breeze hit him and he watched the rippling waves in the tall grass all around him. “I wasn’t born. I don’t even have a belly button I don’t think. I’m too embarrassed to ask and I can’t look.”

“None of that matters.” Luna lowered her head until her nose almost touched Sideralis’. “None of that matters at all. Now you listen to me and you take my words to heart.”

Sideralis’ ears pinned back against his head and his stubby wings fluttered at his sides. He nodded in acknowledgement, feeling very small, as if he was almost a yearling again. Being close to Luna felt good, even if she wasn’t real. She was something… she was real enough.

“After my capture, I raged. And when that didn’t help me, I fell into a terrible state of despair. I was trapped, locked away, unable to do anything. My body was violated many, many times. And there was nothing I could do.” Luna lifted her head and looked away, her gaze focused on a patch of little blue wildflowers. She shook her head and made a wordless sound of pain. “I lost hope. I saw my own end. It shames me to admit that.”

“I’m sorry.” Sideralis saw Luna’s head swivel around to look at him.

“My sister is a better pony than I am. She shines so brightly… she never lost hope. She found a way to communicate with me. This was her idea. She is still capable of astral travel, even while trapped inside of her pod. Together, we made a plan. That plan was you.”

“Me?” Sideralis reached out with his hoof and batted at the tall grass waving in the wind. He looked up into Luna’s eyes, noticing how her teal eyes matched his own, a perfect match.

“Celestia was aware of the plan for cloning me and using those clones to subjugate our ponies. She told me that I could just give up and collapse upon myself in pity, or I could take advantage of the violations done upon my body.” Reaching out her foreleg, Luna brushed Sideralis’ light blue mane out of his face. “You are so very precious to me… you have no idea.”

Sideralis saw Luna’s eyes filling up with tears and he turned away, unable to look her in the eye any longer. He felt the hot sting of tears in his own eyes. Stretching out his own foreleg, he touched Luna; she felt so very real to him.

“With Celestia’s help, I selected one of my clones, one with potential. These clones were blank… they… I don’t know how to put it… they didn’t have souls. They were souless. They were bodies, they were animated, and had crude spirits that gave them life, but no soul. Celestia, using her most powerful magics, ripped away a little piece of my soul and gave it to you… the same thing happens when a mare and a stallion make a foal together… both of them give up a little tiny piece of themselves to make new life… and with that piece of soul, I burned a name into you… I named you and with my sister’s help, I carved it so deep into your mind that they could not remove it. You were my defiance and my hope. I found my will to fight again.”

Gasping, a tight feeling around his barrel, Sideralis thought of Doctor Withers and what she had said. “Look, you are a very sick pony, but we all love you and want you to get better. Your mother loves you a great deal. You are your mother’s hope… she gave you your name, ‘Sideralis,’ which means ‘starry.’ You are literally her shining star.” A bit of truth mixed in with lies, no doubt to break down his mental defenses. Unable to hold back tears any longer, they began to slip down his cheeks. He fell down in the grass, covered his face with his forelegs, and began sobbing.

He felt Luna’s forelegs coming to rest on either side of him and her head coming to rest on top of him. Cradled in her forelegs, he buried his face into her neck as he sobbed.

“They couldn’t figure out why you fought the program. They were blind to what my sister and I had done. They knew that I was resisting, but they didn’t know what you were. Over time, that little piece of soul became a whole one. You developed into your own pony. You fought, you resisted, and I did everything I could to help you.”

Snuffling, still crying, Sideralis crawled further into his mother’s embrace, trying to press as much of himself against her as possible. Mother. This felt right. This felt good. This is everything he wanted from Wisteria, but could never have. He felt Luna’s chin rubbing over his back, pressing down between his wings, a sensation that caused his whole body to tingle.

“You are so perfect… I don’t care if my sister says that I am vain for saying that. You are little and handsome and blue and you are perfect in every way… and I can’t wait to be with you in the waking world.”

Sideralis could feel Luna’s breathing increasing, her sides heaved, and he could hear the rustle of the feathers in her wings. She even had a smell, strange as it was to have a scent in a dream, she smelled of mullberries.

“Sideralis, I need for you to listen to me. Our time is short… you came to me in my dream… soon, we will be found out… I don’t know how much time we have.” Luna took a deep breath. “Look after our little ponies. Especially Twilight. She walks a dark and dangerous path and my sister worries for Twilight. Each day, Twilight goes a little further into the darkness, which is necessary. Her anger has given her strength, it has motivated her, her outrage has given her conviction, courage, and resolve. A little darkness is a good thing, it balances us out… but Twilight may be delving a bit too deep. Be there for her. Protect her. Be the prince that I know you can be.”

“What?” Siderals wiggled in his mother’s embrace. He hiccuped and tried to swallow his sobs. So much was his shock and surprise that he repeated himself. “What?”

“You heard me. Be the prince that I know that you can be. You are my colt. I have expectations of you. You will serve in my stead. You will protect and defend the little ponies all around you in my absence. Do I make myself clear?”

“But I… but you… but I don’t know anything about—”

“But nothing,” Luna said in a firm voice, cutting Sideralis off. “If you are ever confused or in trouble, or just don’t know what to do, go to Fluttershy for help. You listen to my words… go to Fluttershy for help. Twilight’s hardness must be countered with gentleness and softness. And that will fall upon your shoulders. Twilight is doing an admirable job, but she needs a counterbalance. I am holding you responsible. You are part of a greater plan… my sister works against Queen Mariposa and the fate of the entire world is at stake, not just the ponies of Equestria. Even trapped in a changeling pod, my sister Celestia is dangerous like nothing and no one else. She can outthink, outplay, outplan, outwit, and outmaneuver just about any foe. You are one of many of Celestia’s gambits.”

“I will do my best,” Sideralis said to Luna. “But I don’t know what to do… I can’t even get out of bed on my own.”

“Then rule from your bed. Work hard to earn the respect of others. Respect is never given, it must be earned. Gain their trust. Work hard to help others. Serve them. Be good to them. Keep them from harm. Follow your instincts. You are an alicorn… you were made for this. You are my hope… my bright shining star… I made a wish upon you… it is my hope and my prayer that my wish comes true. Free me.”

“Yes Luna, I will do as you ask,” Sideralis replied.

“Don’t call me that,” Luna said in a pained voice. “I worked too hard and put too much of myself into you to just be ‘Luna.’ Please, say it for me, I would like you hear you say it.”

“Mother?” Sideralis voice was a low, solemn whisper. He did not see Luna squeeze her eyes shut, but he felt her muscles tense. She sobbed, a sound that caused his body pain. He pressed himself against her, his stubby, foalish horn poking her neck but doing no harm.

“One day we will be together, but for now, I must go. They know I am up to something and soon, the pain will be unbearable… I love you… I am proud of you,” Luna said. Giving Sideralis a squeeze, the blue alicorn mare added, “I waited for a thousand years on the moon, but each day without you is torture… be the pony that I know you can be and look after my little ponies.”

“Mother, I will do my best…”

Sideralis found himself back inside the shop filled with frilly dresses. He blinked, surprised, and looked around. Rarity was laying on a bright red funny looking couch. She was smiling at him.

“You again,” Sideralis said to Rarity.

Rarity’s lips puckered into a demure moue and one eyebrow raised. “I like it here, inside of your head. I hope you don’t mind, but I’ve made myself at home. I feel… stronger here. Twilight’s imagination and memory might have created me, and all those hours she spent talking with me made me a bit more real with each word spoken, but here…” Rarity fluttered her eyelashes. “I feel like I just woke up from a dream.”

“I don’t know if I want you hanging out inside of my head,” Sideralis said to Rarity. Right now, he wanted to be alone with nopony else inside of his head. He wanted to think about everything that Luna had said. He wanted to sort out his own thoughts and have personal, private dreams.

“The next time you jump into Twilight’s mind when she is dreaming I’ll be able to offer her some real comfort. I might even be able to make the nightmare go away. You need me. I might be little more than residue from Twilight’s deepest, darkest recesses, but I am still her friend. I can reach places in her mind that you can’t.”

“Fine… stay… do whatever. None of this makes sense anyway.”

“Darling, this is a dream… it doesn’t need to make sense, dreams are best when they are cryptic.” Rarity let out a little huff. “Besides. When you and Luna had your minds linked together, Luna did something to me. I don’t know what. But I feel peculiar.”

Puzzled, Sideralis turned away from Rarity and studied a blue dress studded with star sapphires. It was as good of a distraction as any. The dress was pretty and it reminded him of the night sky. He turned away from the dress, looking around the shop, and his eyes settled upon a door. The door was yellow. Try as he might, he could not turn away from the door, and he walked closer to touch it.

It had a pink butterfly doorknob. He reached out and touched it with his hoof. Suddenly, the world around him was flooded with millions of pink butterflies as the door opened. Blinded, Sideralis stumbled, and then felt himself being carried forward by the butterflies and dragged through the door.

“Toodle-oo, darling!” Rarity called out before the door snapped shut.

Confused, Sideralis found himself inside of a cottage. It was cosy, somewhat cluttered, and filled with animals. He heard a clock ticking as he stood there trying to get his bearings. There was a sweet smell in the air. A white rabbit was snoozing in a basket filled with cushions.

He heard laughter. He set off, his hooves making no sound, trying to find the source of the laughter. He heard ponies, he heard a soft voice, and he heard the splash of water. He came to a door that was open a crack. He smelled soap. The door was a soft shade of yellow, like so many other things in this cottage. He pushed the door open.

There was a yellow pegasus with a pink mane and tail sitting on a stool beside the bathtub. She was armed with a scrubbing brush. There were bubbles everywhere, and the air was perfumed with the scents of flowers. In the tub there were two foals. One foal, he recognised, there could be no mistaking Stout. She had both eyes, brilliant orange eyes, and her mane was plastered to her face and neck. She had a mass of bubbles sitting on her head and a beard of bubbles hanging off of her chin. She was smiling, she looked happy.

The other foal Sideralis didn’t know. She was a dark, dark dingy red colour, almost the colour of old rust or dried blood. Her mane almost looked out of place on her with her pelt. It was a soft electric blue with one cotton candy pink stripe that hung down in the middle of her face. Her eyes were a dark glittering blue.

It took him a moment, but Sideralis realised that none of the ponies present could see him. Fluttershy was laughing and the dark rusty red filly splashed water everywhere, kicking her forelegs around so she could make a mess.

“Stop that, you’re supposed to be mama’s hope,” Fluttershy said to the dark filly, a giggle lurking in her voice. “Oh, how I love the both of you. I just wish that you’d be a little better behaved.” Fluttershy reached out her hoof and gave a light boop on the nose of the dark filly.

“She can’t help it, she was feral,” little filly Stout said.

“Yes, we had to tame our little mustang.” Fluttershy pulled her head back and tried to shield her face with her wings as the dark filly redoubled her efforts to make a mess.

“When she was able to walk again, she drank out of the toilet.” Stout looked at the dark filly and stuck out her tongue.

“Did not!” the dark filly cried. She let out a fierce cry, grabbed Stout, and then shoved her down, dunking her beneath the water. “You drink out of the toilet, you… toilet drinker!”

It seemed the emotional whiplash wasn’t over. Sideralis found himself laughing. After a good long chuckle, he noticed Fluttershy’s wings. They were whole and had feathers. Stout had two eyes. His laughter died in his throat and he fell silent. He had to remind himself that this was a happy dream.

Stout rose up out of the water. Even as a filly, Stout was a big filly, and she had the other darker filly beat for sheer bulk and mass. Stout grabbed the other filly around the neck, got her into a headlock, and then gave her a noogie.

“Leggo, leggo, Imma punch you in the mouf!”

“You punch me in the mouth and Mama will use the Stare on you again!”

“Both of you, stop it!” Fluttershy commanded.

Stare? Sideralis, curious, wondered about this ‘stare’. Information trickled into his mind, he didn’t know where it was coming from. In the back of his mind, he heard a pony clearing their throat.

“Darling, do be careful poking around in Fluttershy’s memories. There are unpleasant things there that you might not be ready to learn yet,” Rarity’s voice told him.

Was he pulling knowledge out of Fluttershy’s mind? The Stare was special magic… not quite unique, but rare, showing up in just a few special ponies. It was powerful, dangerous, and could put a halt to a rampaging pony made of artificial muscles and metal. It was the reason that Fluttershy had so much control over Stout.

Fluttershy had lost her wings, but not her special magic. She still had the Stare, a powerful gift, and still had the ability to communicate with animals. Or synthetic ponies that might malfunction.

“Will you two little stinkers stop fighting in the tub!” Fluttershy cried. The yellow pegasus, exasperated, rose up off her stool and dove into the tub to separate the two fillies locked in mortal combat. Water splashed over the side of the tub, flooding the floor. In a moment of desperation, the dark filly turned vicious. She clamped her teeth down upon Stout’s ear, then began gnawing and tugging.

“ARGH! DIRTY TOILET DRINKER IS EATING MY EAR! TOILET GERMS! YUCK!”

All around Sideralis, the world took on a rainbow glow and then popped like a soap bubble.

Author's Note

So... who can guess who is in the tub with Stout? Fluttershy's other little foal. The little hellion.

Chapter 12

It took several long confusing seconds for Sideralis to figure out if he was awake or dreaming once again. He felt Stout moving beside him, lifting herself up, and clambering over him. She dropped down to the floor with a clunk. He felt his insides twisting up and gurgling. He wondered how she seemed to know when his bowels or his bladder needed relief. He felt her soft touch against him.

“Did you have pleasant dreams this time?” Stout asked as she tucked a bedpan beneath him and settled him over it.

“I saw Luna… I… I went to her somehow. I kept popping in and out of dreams… other ponies’ dreams. I…” Sideralis fell silent. He strained to turn his head so he could see Stout again. He felt stronger somehow, it wasn’t quite as difficult to turn his head. “I think I was inside of Fluttershy’s dream. She was bathing you and another little filly in the tub. You… something… something about drinking out of a toilet.”

“Ah, Mustang Sally. She was feral.” A wistful expression appeared on Stout’s face. “After the invasion, Twilight Sparkle prowled the borderlands, trying to save whom she could. I was found, along with others. Later, Mustang was found, also along with others. Twilight cleared out the borderlands and now, the lands south of Equestria keep their borders guarded. Nopony goes north and nothing heading south is allowed to cross the border without full inspection.”

“How did Queen Mariposa get so strong? I mean, how did she manage to take over Equestria? Where did she find the strength? The parasites… everything… I don’t understand how she did it.” Sideralis let out a sigh of relief once his bladder emptied.

“We don’t know,” Stout replied. “Twilight has been studying the worms and the parasites. They’re… odd. Magical. Dangerous.”

“So I saw… Rarity’s body kept moving after it was decapitated.”

Stout let out a low whinny of disgust. “I’ve heard stories. I haven’t actually seen anything with my own eyes, but I’ve heard stories. Some of the ponies who go down and fight… like the ponies that got you out for example… they’ve talked about how some of the infected are being used as guards in the cities. They’re very dangerous.” The husky earth pony mare shuddered. “Mjölna killed one by burning it to death. It left her troubled.”

“I think I’m hungry.” As Sideralis spoke, his stomach gurgled.

“Good. I’m going to drag you into the shower. You’re kinda stinky. You sweat a lot in your sleep and you’ve got a killer case of wingpit funk going on.” Stout chuckled. “After a nice shower, I’ll feed you some nice, tasty, filling mush.”

Warmth blossomed over Sideralis’ cheeks.

“We need to find a pegasus that will groom you and preen your feathers that won’t think it’s creepy,” Stout said.

“Why would it be creepy?” Sideralis asked.

“Well, with adult pegasi, preening wings is something of a sexual activity. It can be seen as foreplay. It’s very intimate.” Stout pulled the bedpan out and poured it down the receptacle. “You’re looking pretty scruffy though and I don’t like that. It makes me look like I’ve failed in my duties.”

“You’ve been incredible… I don’t even know how to begin thanking you,” Sideralis said.

Stout, chuckling, looked Sideralis in the eye. “Oh… I have ideas… but you don’t need to worry about that now… today, I think I am going to see if I can get you walking.”

The therapy room was long and rather narrow. There were all kinds of cushions piled up at both ends, round balls sat in wire mesh bins, there were strange hooks, straps, and harnesses hanging from the ceiling. There were windows along one wall, but they were covered over in sheet metal. Ducts and piping covered the ceiling, running the length of the room.

“I’m going to try you out at one sixteenth gravity. I might be pushing it. Usually, we start out at one thirty secondth gravity, but I think you’ll manage.” Stout smiled up at Sideralis and her ears perked forwards.

“I don’t understand.” Sideralis shook his head.

“I am going to set my telekinesis projector to allow you to have one sixteenth of your actual weight on your hooves. I’ll brace your legs and hold up your body. I’ll keep you upright and all you’ll need to do is move forwards. Usually, it takes about ninety days or more of hardcore rehab to get to one sixteenth… but you’ve already shown signs of amazing strength. For you, you just need control.”

Nodding, Sideralis felt his legs stiffen, as if he was wearing invisible leg braces. He could feel equal pressure pushing in on all sides and he could feel his weight pushing down. He looked at Stout, suddenly feeling a little scared about tumbling down upon his face.

It felt strange to be standing on his hooves. Strange, but nice. All things considered, this was great. He had been showered, brushed, and he had done a good job of eating. All he needed was somepony to preen his wings, which looked awful.

“Start by lifting your left front leg, get your balance, and then lift your right hind leg. You’ll have your right front leg on the ground and your left hind leg. You’ll feel a wobble, but don’t be scared, I’ll keep you upright. Drop your left front leg in front of you. Then comes the scary part… lift your right front leg and move it forward… you’ll be balancing on your left legs when this happens and it can be super scary at first. If you start to panic, say something, and let me help you before you have a panic attack. We don’t want a spooked alicorn wrecking the therapy room. Now, while you are balanced on your left legs, you bring your right hind leg forward, put it down in the middle point of your two left legs. After that, the left rear leg is lifted, and as you are doing that, you’ll be putting down your right front leg. Lift the left front, put down the rear left, and then you just follow these steps again. Don’t worry, I’ll guide your legs through the steps with little nudges at first to make it easier.”

“Sounds… easy,” Sideralis grumbled.

“Sarcasm… wonderful. You’re showing signs of mental recovery.” Stout smiled and her single orange eye glittered in the soft lights of the therapy room.

Closing his eyes, Sideralis tried to think of everything Stout had just said. He was overwhelmed by the enormity of his instructions and couldn’t remember anything. He felt a nudge on his left leg and with a great deal of effort, he pulled his hoof up from the floor. He felt his whole body quiver from the strain. For a moment, he felt as though he was going to fall, but Stout’s magic surrounded him and kept him upright.

“That’s amazing… you can do it… come on!” Stout said, cheering Sideralis on.

“I just lifted my hoof.” Sideralis opened his eyes.

“Yes, I know… do you know how difficult that can be? Now keep moving!” Stout’s smile vanished and her face took on a hard expression.

Left hoof forward, then lift right hind leg. Sideralis felt his muscles clench as he tried to balance diagonally. He was terrified of falling over and the room around him seemed to spin in his vision. He closed his eyes to make the crazy feeling of vertigo go away. Instead of focusing on moving his legs, he stopped trying to think about it. He heard Luna’s voice, his mother’s voice in his head. Follow your instincts. He knew how to walk in dreams just fine. He could walk, trot, canter, and gallop. He focused and ignored the little nudges in his legs to get them moving. He allowed his mind to slip away and he thought of the feeling of Luna’s nose touching him all over… sniffing him, he thought of the scent of mullberries. He zoned out.

His eyes still closed, Sideralis jerked forwards as his legs fell into motion. He did not hear the gasp that came from Stout. His balance went off, causing his wings to unfurl on their own, whipping out from his sides with great speed and force.

Sideralis’ long legs fell into an unsteady, wobbling gait and he moved forwards with his wings out, flapping around to keep his balance. He opened his eyes and for the first time, he really got a feeling for his size.

“Stout?” Sideralis said as he came to a wobbling stop. He sucked in a deep breath.

“Yeah?” Stout looked up at Sideralis.

“How tall am I?” Sideralis asked. The ground seemed very, very far away from what he was used to. He used to be a rather small earth pony colt, and now, now he was a giant.

“Not counting your horn, you’re a hair over sixty inches,” Stout replied.

“And how tall are you?” Sideralis closed his eyes again before the feeling of vertigo consumed him.

“I’m a big mare, forty four inches at the ear.” Stout let out a snort. “Enough chat, get your ginormous rear in gear, you gigantic goofball.”

Sideralis stumbled forwards, his legs figuring out what to do on their own. He took halting steps forward. “Any mare bigger than you?”

Humouring Sideralis, Stout saw that he was walking, so she decided to keep talking. “Mjölna is bigger than me by two inches. She can look most stallions right in the eye. She and Twilight Sparkle both are the same height. Why do you want to know?”

“Cause I’m curious… the real world… feels all weird because I’m not the size I used to be,” Sideralis replied. “I feel all wrong and I keep getting dizzy when I look down. I’m too tall.”

“I’m going to turn you around now, don’t freak out.” Stout lifted her foreleg, gave it a shake, and turned Sideralis around so he could walk the length of the room in the other direction. This was progress. He was walking on reduced gravity. Each step he was getting better and a little less herky-jerky.

“At this rate he’ll be walking unassisted in a week or so,” Chrysalis said to Twilight Sparkle as they both watched Sideralis stumble around. “Alicorns. It’s just not fair.” The changeling queen smirked and gave a nod of her head. “Hey, Stout’s checking you out as you strut your stuff.” Chrysalis started to snigger as Sideralis stumbled and flapped his wings to recover. She and Stout exchanged a glance and Chrysalis gave the mare a wink.

“I know that he was inside of my head while I was dreaming.” Twilight looked away from Sideralis and up at Chrysalis. “Princess Celestia contacted me not long after I woke up. It only lasted a short while. The plan is proceeding. She wants Sideralis recognised as a prince. She says that it is fitting… Equestria faces its darkest hour… she talked about symbolism… me being Princess Twilight and my time of rule has come as the sun has set upon Equestria, our twilight hour. Now, there is a star to light our way. I didn’t understand everything she was saying. She keeps being cryptic.”

“She wants you to think,” Chrysalis replied. “If she just gave you the answers or clear instructions, you wouldn’t engage that big brain of yours and think. And that would be a disaster for all of us.”

“I suppose so,” Twilight said in a small voice as Sideralis was turned about so he could continue walking in the other direction.

“I know so.” Chrysalis let out a laugh. “Sideralis is our navigation star. No doubt, he’ll have that smug alicorn moral superiourity and he’ll begin spouting platitudes about maintaining our goodness and our virtue.”

“Did you ever actually know Luna? I mean really know Luna?” Twilight asked.

“I know that Luna was a worthy enemy,” Chrysalis replied.

“Luna took a very different approach to ruling than Celestia. They were as different as night and day. Celestia stayed in Canterlot and she kept the whole country running like a perfectly machined mechanical watch. Luna went out at night and wrestled owlbears for sport.” Twilight blinked away tears from her surviving eye and shook her head. She stared at the wall and focused upon the rivets. Mjölna had rebuilt almost everything and the perfectly aligned rivets were her signature. “Luna was kind and shy, but she was also quick to anger, impatient, and she played the most horrible pranks you could imagine.”

“Loudmouth was shy?” Chrysalis rolled her eyes.

“Really, she was.” Twilight, missing those she loved, sniffled. She felt Chrysalis bump up against her and she looked up at her friend.

“We’re going to rescue them. We’re going to fix this. Twilight, try not to worry too much. Just focus on what you can do and keep making plans for what you hope to do, and trust that Celestia has a few more gambits to play.” Chrysalis lifted her hoof and pointed at Sideralis. “Help came. It cost us, but he’s proof that Celestia is still running the show. Mariposa might be cunning, but she’s no Celestia.”

“I’m not Celestia either,” Twilight said in a low, raspy, pain filled whisper.

“Look here, Twilight Snarkle, you can’t go beating yourself up for those ponies who died. Before this is over, a whole lot more ponies are going to die. They knew what they were getting into. They made a choice. Those deaths matter, they mean something.” Chrysalis took a deep breath and shook her head. “You need some downtime. When we get to Saddle Arabia, I’m assuming command for a while and you are going to get your head screwed on straight, okay?” Chrysalis began her mental preparations for the argument to come.

“Okay.”

Deflating, the changeling queen stared down at her little purple nemesis. okay? “You feeling alright?”

“I’m not okay, but I’ll manage. I… really do need a break. Breaking Sideralis out of the vault… now that the elation has worn off, I don’t know how I feel. I just feel tired and worn down. It was hard seeing what has become of Las Pegasus. It’s all green goop and biostructures.”

Chrysalis thought about making a joke about improvements, but was too worried about her friend to do so. She slumped and said nothing that might be hurtful. “Twilight, you aren’t going to make it to Saddle Arabia… don’t make me relieve you of active command. Go and… and… I dunno… do something to make yourself feel better. Go and teach little unicorn colts and fillies how to make magic.”

“That’s actually a really good idea. I haven’t done that in a while,” Twilight replied, her ears perking upwards from their droopy position. “I could go and help Sweetie Belle teach magic kindergarten.” A smile spread over Twilight’s scarred face.

“Sideralis is going to be the biggest colt in that class,” Chrysalis said, hoping to make Twilight laugh. Much to Chrysalis’ relief, she heard a soft chuckle from her friend. The changeling queen relaxed a bit, glad to hear Twilight’s laughter.

Sore all over, Sideralis collapsed in a heap. He had been ran through the shower again after his intense therapy session. He lay in a pile of cushions in a strange room that he was unfamiliar with. His stomach rumbled. He was hungry again. His legs ached and burned. He looked around, trying to see what he could of his surroundings. This was a small room. Along the wall, in his field of vision, there were three bunks stacked over one another. There were photos in wooden frames on the walls, but he couldn’t make them out. His vision was too fuzzy. The air smelled of lavender soap.

“Oh my… oh my.”

He recognised that voice. Sideralis struggled to try and lift his head from the cushions, but could not. He did manage to turn his head however. He saw yellow and pink. He heard the soft sound of hooves tapping on a metal floor. Somepony joined him on the cushions, and he knew who.

“Okay Sideralis, don’t make this weird,” Fluttershy said in a demure whisper. “I’m just acting as your nurse, that’s all. Stout really can’t do this job, she’s an earth pony. She’s not the same as we are.” Fluttershy let out an embarrassed squeak and tried to get comfortable on the cushions.

“Ah, middle bunk, how I’ve missed you,” Stout said as she climbed into the middle bunk. She rolled around until she could lay sprawled out on her side and have a good view of Sideralis and Fluttershy on the floor. “Still has the me shaped depression in the mattress. Ah, comfy.”

“Welcome to my private quarters, I do try to keep it inviting. That’s very hard to do when you live on a battleship. Battleships aren’t very inviting places, so it is very difficult to have company over.” Fluttershy coughed and looked around. “As you can see, Stout has claimed her bunk. Isn’t she all adorable tucked away in there?”

Sideralis nodded. This was already weird. He felt a tugging on his wing. Things got even weirder. He felt something wet and tingly. It felt good. Too good. Oh how that felt good. He bit his lip to keep from making a sound or making this any weirder. There was something like… a nibble. It took his breath away. A warm body pressed up against his side and the skeleton melting sensations of pleasure continued.

He felt a stirring between his legs. Things just got too weird. He didn’t know what to say, felt as though he should warn Fluttershy, but how did one mention something like this? His eyes rolled back into his skull and he turned into a puddle of pony on the cushions.

He needed to learn how to preen himself. He could do this for hours. Little nibbles, little bites, little tugs on his feathers, he sucked in air through his nostrils and tried to control his breathing.

“I spent so many hours in this room. Me and Mustang both. This room is home. Something about this room makes me happy,” Stout said as her tail swished and thumped against the bed. “Look, you can still see where I put a dent in the floor with Mustang’s head. And over there, next to the closet, you can see where Mustang slammed me butt first into the wall.”

“I would like to meet Mustang.” Sideralis felt the spine tingling sensation of his wing being preened cease. He closed his eyes and heaved a contented sigh.

“Mustang’s leg has been reattached and she’s being repaired.” Fluttershy wiped her mouth and she gave Sideralis a pat. “You’ll be able to meet her soon. She can be a little moody, but she’s a good pony. Like a lot of other ferals, she’s never fully adjusted.”

“I kinda saw into your head… I saw one of your dreams… I didn’t mean to do so… I can’t help it… but in the dream you were giving Stout and Mustang a bath.” Sideralis opened his eyes. “It was pretty obvious that you love them.”

“Oh my… things just got a little weird.” Fluttershy let out a squeak and cleared her throat. “I was dreaming of my cottage… of Angel. It’s all gone now. I don’t think I’ll ever see it again.”

“Don’t give up hope,” Stout said to Fluttershy.

“I don’t want to talk about it. If it is all the same, I’d rather finish what needs to be done.” Fluttershy, frowning, blinked a few times, her ears twitching, and then lowered her head to finish her task.

“I don’t want to go back to my room.” Sideralis looked into Stout’s surviving eye and tried to look as pathetic as possible, which wasn’t difficult. “I don’t want to just lay there staring at the walls.”

“Feeling hungry?” Stout asked.

“A little. I think.” Sideralis blinked. “I could go for some food. Pudding sounds good.”

“If you don’t want to go back to your room, we could do more therapy time.” Stout’s head bobbed. “Or we could try something else. I dunno what else though.” Stout raised her eyebrow. “The sun is out, so no time on deck. We’re on a flying battleship. There is only so much one can do for recreation.”

“So what do ponies do for fun?” Sideralis asked.

“Oh, well, we drink cider, play cards, there’s a few games we play, combat training, and most ponies shag one another any chance they get for the sake of the greater good.” Stout smiled. “Some ponies also read books and there is an interpretative dance club, but they’re kinda strange.”

“Sounds… kinda boring.” Sideralis’ ears pitched forwards.

“It can be. Until it gets exciting. You’ll know it when it happens.” Stout shrugged.

Author's Note

A bit of a leap forward is about to happen.

I hope this was enjoyable. Now, we move on to Saddle Arabia and the story shifts into a higher gear.

Oh, and Sweetie Belle is accounted for.

Chapter 13

Teetering around on his wobbly legs like a newborn foal, Sideralis stumbled around the therapy room. He had no idea how he was walking and neither did anypony else. His muscles were still considered underdeveloped, yet he had tremendous physical strength. It was a mystery.

When he started to pitch over onto his face, Stout caught him, darting beneath him and bracing him. This time, at least. Sometimes, he was allowed to take a tumble; Stout believed that a little spill now and then gave him good motivation to try harder.

Tonight, they were scheduled to dock in Saddle Arabia, in the gulf city of Maredina. Sideralis held a great deal of excitement for this, he was eager to get off of the ship and see more of the world.

He felt Stout move beneath him, his chest sliding along her back. It didn’t help that she was making some kind of purring noise. He braced his legs and stood tall. He flicked his tail, felt a peculiar sensation course through his body, and then wobbled away from Stout.

He picked up his pace a little bit, taking advantage of the fact that he felt so light and airy at the moment. He took high steps, almost prancing, turned himself about, and then continued down the length of the room.

“You know, I think I know how to motivate you into running,” Stout said. She paused, her mouth opened, and she licked her teeth while making a seductive squint with her remaining eye.

Sideralis froze in place, lifted his head high, and let out a bellowing whinny, making intrigued pony noises. He started to feel the heaviness creeping back into his limbs, his neck, and his head, making it difficult to stand up. He gave another absentminded flick of his tail, recovered his balance, and took off, his eyes never leaving Stout.

“You have the same inky black spots on your backside as Princess Luna. I always thought that those were part of her cutie mark… it draws attention to… certain… parts… of… you… while you are walking,” Stout said.

Making a chuffing sound, Sideralis flicked his tail, turned about, and made his way down the length of the room in a stumbling gait that was graceful in much the same way as a rhinoceros was graceful while walking on sheet ice covered in marbles. The whole room clanged and shook from his heavy footfalls.

“Alicorns… such majestic creatures… you and Twilight Sparkle both. What is wrong with the two of you?” Stout tilted her head off to one side and stared at Sideralis with her brilliant orange eye.

Stopping, Sideralis let out a bellowing nicker at Stout and pawed the ground with his hoof. He lowered his head, his whole neck quivering and trembling as he did so. He let out an indignant snort at the cheeky earth pony. Something about being teased for being an alicorn had left him feeling a little defensive. He flicked his tail, whipping it about his hind legs and his sides, and sucked in wind. He let out a bugling whinny.

“You make so many horse noises… why?” Stout asked.

Sideralis looked at her. He didn’t know. It just felt good.

“We’re better than that. We’ve developed speech. We talk. We can communicate. While a good whinny can be fun, or a nicker can be nice, and sometimes a neigh can say plenty, we… we’re better than that. You’re an alicorn. You’re supposed to be the perfection of our equine species. But you keep making sounds like a dumb horse.” Stout shook her head. “Also, quit flicking your tail so much. Other ponies will think you have fleas or lice.”

“Can I have root beer?” Sideralis asked as he lifted his right front leg and rear left leg, leaving him balanced on his left front and his right hind legs.

Stout sighed. “You keep that up and you’re going to get a root beer cutie mark.” She looked into Sideralis’ eyes and saw his hopeful expression. “Fine… let’s go get an ice cold root beer from the cantina. But then we’re coming right back here for at least one more hour of therapy and each time you burp so loud that it leaves a pony’s ears a ringing, I’m adding five more minutes of therapy time.”

“Root beer!” Sideralis, overcome with happiness, flicked his tail.

“How goes the therapy?”

Sideralis turned and looked at the pony speaking to him. He saw a unicorn, orange, with a mane like chocolate frosting. It took him a moment to put a name and a face together. Doctor Gizmo Gears, Chrysalis’ most trusted assistant, and brilliant technician.

“I can walk now,” Sideralis replied.

“So I hear. That’s amazing. I’m curious as to how that is possible.” The curious little unicorn’s eyebrow raised. “Is Stout treating you well?” The doctor began to polish his front left hoof against his off-white lab coat.

Sideralis smiled and glanced at Stout. “She treats me better than I deserve. I’ve been very silly and playful lately… I don’t know what’s come over me, and she’s been very good and patient with me.” Sideralis, focusing his eyes, noticed that Gizmo’s cutie mark was similar to Stout’s…. three gears. Stout’s were arranged within a heart, while Gizmo’s were open on all sides.

Somepony in the cantina started laughing and banging on their table. Sideralis looked around. Not many ponies in here right now. Sometimes, it had quite a few ponies and sometimes quite a few changelings. The Cantina was a cosy place. The room itself was long, narrow, like so many other rooms, had a bar that ran for maybe one quarter of the length, and then a whole bunch of little tables scattered about. It was dim, but had cheerful multicoloured lights strewn along the ceiling, little twinkling lights that ran the length of dark green wires. In the corner, there was a pinball machine.

“Miss Stout, once we are in Maredina, I’m going to need to examine you. Just the usual. I want to make sure that you are doing okay and that your systems are all optimal.” Gizmo looked at the earth pony mare.

“My telekinesis projector in my left hoof is acting up. It works, but only on low power,” Stout said.

“Oh bother!” Doctor Gizmo squirmed and looked very annoyed.

“Telekinesis. I wish I had magic. I’m a dud.” Sideralis watched as the doctor squirmed.

Hearing Sideralis’ words, the doctor recovered almost right away. “Nonsense. You have magic. You’re an alicorn. Alicorns have both active magic and inherent magic.”

A whinny escaped and then Sideralis went blank. His tail flicked and after an epic battle with his worthy foe, he got his lips around the straw poking up out of his root beer so he could take a drink, but only after he had chased it around the top of his glass, lap after circular lap.

The doctor cleared his throat and brushed invisible dirt off of his lab coat. “Princess Celestia moves the sun, as everypony knows. She can do it while she is sleeping. It takes no conscious effort for her to move the sun. This is an inherent act of magic. It just happens with no real thought or effort. She can even do it without her horn lighting up, indicating that magic is being done. Um, yes, we, the scientific community, have long wondered how she does this, but she refused to allow a study, saying that the probes were cold and they tickled.”

“Probes?” Sideralis said around his straw, looking concerned. He thought about Fluttershy and how she had taken his temperature a few nights ago when he had himself a low grade fever. He felt everything in his back half clench. His tail flicked as his dock tried to shield him.

“Now, active magic, that is the common magic found between both unicorns and alicorns. The horn glows and there is sometimes a funny sound that accompanies it, like a chiming or a crackle. Then you can hear other things that accompany magic, like ‘ooh’ or ‘aah’ or sometimes a scream of terror as something goes horribly wrong, like when that filly in magical kindergarten almost set Sweetie Belle on fire after giving herself dragon sneezes. Magic is fraught with peril.” The doctor paused and cleared his throat. “Sometimes it is difficult to appreciate the beauty of magic, what, with the screaming, the panic, and the fire extinguishers covering everything with white foam.”

“What goes on in magic kindergarten?” Sideralis asked as his straw slipped from between his lips, leaving behind a shiny string of drool. There was a thump as his tail twitched.

“Oh, magical kindergarten is wondrous and Sweetie Belle is a magnificent mare for teaching it. She’s very brave. In some ways, she’s more important than Twilight Sparkle, because Sweetie is teaching the brave, brilliant minds of tomorrow how to bend the universe to their will,” Doctor Gizmo replied. “Plus, every day, she goes back, which is a testament to her courage.”

“Sid, when you meet Sweetie Belle, remember a few rules. No loud noises, no sudden movements, and try to keep your voice low.” Stout eyed Sideralis’ almost empty root beer mug. Break time was almost over. “Sideralis, you’re going to walk down the gangplank for me tonight, aren’t you?”

“Walking already. Oh my goodness… tell me, Sideralis, have you given thought to becoming a cybernetic organism? You would make for a magnificent specimen… I could do things with you… amazing things!”

“Sorry doc, but we need to return to therapy.” Stout gave the doctor a polite smile.

“Ah, yes, understandable.” Doctor Gizmo watched as Sideralis flicked his tail and Stout helped him rise up to his hooves.

“You know what, Sid, we’re not going to go back to the therapy room. You’re going to walk a lap around the perimeter, and we’ll be done and you can rest.” Stout looked at her companion and watched as he found his balance on his own.

“Can we rest over another root beer?” Sideralis asked.

Sideralis sat on deck, his chin resting on the rail, and he watched as Maredina came into view. His fuzzy vision went in and out, allowing him to see tantalising views of the ancient city. This was a city older than Equestria by almost eight hundred years, according to Twilight Sparkle.

There was a river that flowed into the sea and Maredina was built on the delta. Farms were visible as far as the eye could see, built along the sides of the river out past the city. The whole city glowed with lights, illuminating the many buildings. Several airships were visible.

“That’s the Phoenix Rising, the counterpart to The Ouroboros.” Stout scooted closer against Sideralis, pressing up against his side and rubbing her ear against his neck.

The city was filled with tall towers that had strange onion shaped bulbs on top. In the white and yellow lights of the city, everything was shades of white, brown, or cream. It was beautiful and seeing it made Sideralis’ eyes tear up.

There were other airships and several that appeared to be under construction, but none quite like the Phoenix Rising and The Ouroboros. Boats moved over the water. The whole city seemed alive.

“This is Maredina… this is our main base of operations. This has become the most technologically advanced city in the world. The greatest minds have all come here to help combat the threat that Queen Mariposa has become.” Stout raised her foreleg and waved at everything below.

“It’s beautiful,” Sideralis whispered.

“Yes it is,” Stout agreed.

Sideralis felt two forelegs grab his neck and his head was pulled from the rail. He found himself snoot to snoot with Stout, and she was looking up into his eyes. Her ears were limp, one laid back, the other splayed out sideways. Her remaining orange eye reflected the light of the city. He could feel her breathing on him. She was trembling and for a moment, Sideralis wondered if Stout was afraid of something.

But that moment didn’t last. Stout kissed him. It wasn’t a soft peck on the cheek, or a quick touching of the lips, it was Sideralis’ first real kiss. She held up him up with ease, coaxed his mouth open, and invited herself inside. Stout’s lips were soft, but the rest of her face was firm, as hard as metal. Her lower jaw moved with an almost mechanical motion, smooth perfection.

After a brief moment of eternity, she pulled away, leaving Sideralis breathless. He opened his eyes, not even realising that he had closed them at some point, and stared down into Stout’s face. She was beautiful. Her dark ale coloured pelt and her cream coloured mane were eye catching. Sideralis’ tail flicked, thumping against the deck. He pressed his muzzle against Stout’s, not to kiss her, but just to be close to her. She had been his steadfast companion since his awakening. She was there with him and for him every minute, every hour, of every day and every night.

“I’ve been waiting to do that… this just felt right… the lights of the city…” Stout’s words trailed off and she cleared her throat. “Fluttershy has an apartment in Maredina. It’s a big comfortable place. You’re going to stay with us… and you’re going to meet Mustang Salvation, because she’s going to be recovering there with us. She’s going to be getting some upgrades, and I am too. Chrysalis plans on taking one of your eyes while we are here and she has access to all the proper facilities. Things might be a little weird, but we can be happy here.”

Stout closed her eye and pressed herself against Sideralis. “I have a confession, Sideralis, there’s been some information kept from you. I didn’t want it kept from you, but I had to follow orders.” Stout cleared her throat and rubbed Sideralis’ neck with her hoof. “This is more than just us being compatible personality types and being a good match. Sid, I…” Stout fell silent and gave Sideralis a squeeze.

“What?” Sideralis asked.

“I’ve been dreaming about you for a long, long time. In my dreams, you were my playmate. One of my best friends. I looked forwards to going to bed when I was a bit younger. I know it wasn’t you, like you are now, and I didn’t understand it then… you were like a super special imaginary friend, but in my dreams, you were real. I guess it’s complicated. Twilight knew about you. So did Chrysalis. There is still a lot they haven’t told you and I’m not allowed to tell you, but maybe you’ll get some answers while we’re here.” Stout gulped and rubbed her cheek against Sideralis’ chin. “I fell in love with you a long time ago. I don’t know how it happened. I don’t understand all of it. I understand that I might have been manipulated, and like so many other aspects of my life, this might be artificial, but I don’t care. You make me happy, so very happy. When I am around you, I feel like… like… like I am a pony again. I feel real. I feel happy and I feel good about my life.”

After hearing all of Stout’s words, Sideralis could not respond. He had no idea what to say. It was a lot to take in all at once. It was far too complicated for him to take in all at once, so he shoved it all out of his mind. He thought about what his mother, Luna, had said, to focus upon his instincts. He managed to get one foreleg around Stout and squeezed her. She had strange lumps and bumps beneath her skin, it wasn’t like hugging other ponies, like Fluttershy or Twilight. She had machinery and hydraulic parts beneath her skin, stuff that he had no clue about. For whatever reason, this felt right.

“We’ll sort this out,” Sideralis said in a low whisper.

“Where’s Tangy Stangy?” Stout asked Fluttershy. She looked at the yellow mare with a worried expression. “Where is the grump?” Stout left Sideralis propped up against the rail and took a step closer to Fluttershy. “She’s supposed to be with us… I wanted to introduce Sid to her.”

“Mustang is having some problems. Her repairs didn’t go as planned. They’re going to move her to a facility here and give her a good working over until they can chase some bugs and glitches out of her system,” Fluttershy replied. The yellow pegasus looked sad. “I was so looking forwards to all of us being together.”

The whole ship shuddered as it came to rest in the dock. A booming clank filled the air. Sideralis almost fell over as the ship came to a shuddering rest in its cradle. Stout placed a hoof on Sideralis to steady him, but never took her eyes off of Fluttershy.

“She woke up angry and confused. She fought against her restraints and she damaged herself. Poor thing. She’s so unhappy, I don’t know what can be done for her.” Fluttershy closed her eyes and shook her head. “She’s only happy when she’s fighting. It’s awful. Why can’t she be happy like you are, Stout?”

Chewing on her lip, Stout looked at Fluttershy, then turned her head and looked at Sideralis. She stared at the blue alicorn for a while, gnawing on her lip, and then she looked at Fluttershy again. There was a blast from a horn that she ignored and then the sound of many voices.

“Mom…” Stout began in a low voice. She blinked a few times and her ears pitched forwards over her eyes. “I might have been well adjusted, but I don’t know if I was happy. I thought I was… but after Sid arrived, I realised there was something that had been missing in my life. I’m real happy now, but looking back, I honestly don’t know how happy I was. With Sid… it’s like somepony hitting a light switch and suddenly you’re able to see in a dark room.”

Letting out a soft squeak, Fluttershy nodded. “I understand. Sometimes another pony can make you happy. After losing most of my friends and my home, I didn’t think that I’d ever be happy again.” Fluttershy moved closer, sat down next to Stout, and wrapped her forelegs around Stout’s neck. “But then you came along. You and little Mustang both. And I was happy again. I was so happy that it felt wrong somehow. I was supposed to be grieving my lost friends and I thought I was supposed to be sad about losing my home. It took a long time before Twilight got me to see that it was okay for me to be happy again.” Fluttershy closed her eyes. “So yes, I know how happy a pony can make you. I want you to be happy, Stout. You deserve it after all you’ve gone through and everything you’ve given up.”

“Ready to go home?” Stout asked.

Fluttershy squeezed Stout as hard as she could. “That apartment never felt like home. It’s just a place to stay. Our cabin on this ship… that’s home. That is where I raised you and Mustang. I love you both so much.”

“It could be home for us,” Stout said. “With Sideralis with us now, we’ll need a bigger place.” She hugged the yellow mare clinging to her. The night all around her filled with the sounds of whalesong as the two ships began to communicate with one another.

“I don’t want to be part of the crowd. Let the ship empty and then we’ll go.” Fluttershy, holding Stout close to her, let out a soft sigh of contentment. “I suppose that Sideralis is one of us now.”

Hearing Fluttershy’s words, Sideralis let slip an equine whicker.

Author's Note

And now, Saddle Arabia.

Chapter 14

Even at night, the city of Maredina was full of light and life. Sideralis walked on wobbling legs, his tail flicking behind occasionally as he became unbalanced. He stared at everything, taking it all in, all while feeling the moonlight invigourating him. Globes of yellow light adorned ornamental poles that lined the street, turning the night into day. The streets were narrow and there was some traffic. A few cabs rumbled over the cobblestones, cabs pulled by earth ponies, but most ponies were walking.

Freezing in his tracks, Sideralis stared at a wagon moving under its own power with no pony pulling it. There was some kind of machine under the bed of the wagon, between the wheels, and a looped chain went back to the rear wheels and wrapped around a toothed gear that was behind the wooden spoked wheels. Cargo was stacked in the bed and it was driven by a sleepy looking unicorn that looked bored, bored to be operating a wagon that drove itself. It was like seeing The Ouroboros... or like seeing Stout and realising that she wasn’t just a pony. The wagon made an odd buzzy humming sound.

“The autowagon,” Stout said as she stood beside Sideralis. “Technology is leaping ahead. Twilight Sparkle and Mjölna helped to design it. Twilight got the idea from something she saw when she crossed through a mirror and went to some magical world on the other side.”

“It’s amazing.” Sideralis’ tail swished around his hind legs as he watched the autowagon go down the road, crawling along at a slow speed.

“Eh, wait till you see the monorail.” Stout gave Sideralis a nudge. “Come on… come home with me and I’ll give you root beer.”

“I’m not supposed to go home with strangers,” Sideralis said, invoking as much dry wit as possible. He turned and gave Stout a look. “That’s how you get abducted and bad things happen.”

Chuckling, Stout brushed up against Sideralis and then looked at Fluttershy. “He’s funny. And I don’t just mean how he looks, either. He’s just funny.”

Fluttershy began giggling as she continued down the road.

Staring, Sideralis saw a pony almost as large as he was. Tall, thin, she walked with supple grace and fluid movement. Her neck was long and her face was different, her muzzle being a fair bit longer.

“Saddle Arabian,” Stout said in a low voice. “They’re a bit more horse than we are. She’s pretty, ain’t she?”

Before Sideralis could reply, something in his brain sounded the alarm and shouted, “IT’S A TRAP!” Not long ago, he had just been kissed by a mare that could put dents into steel plates with her head. Instead of words coming out, which had the potential to shorten his lifespan, Sideralis whinnied.

The Saddle Arabian turned, smiled, and whinnied back before she continued down the road. Beside Sideralis, Stout frowned while Fluttershy giggled. Sideralis tried to prance, stepping high, but stumbled over his own forelegs and would have taken a tumble if Stout hadn’t caught him. The earth pony mare grumbled and gave Fluttershy a sour look as she helped Sideralis right himself. Sideralis’ wings gave feeble flaps as he tried to recover his balance.

“Showoff.” Stout made certain that Sideralis wouldn’t fall. The cobbles would rough him up pretty good with him being as big and as tall as he was. “Come on, let’s get you home, you big goon.”

Coming to a stop so sudden, Sideralis almost pitched forwards onto his face once more. His eyes went wide and he stared with an expression of wonder. In between two tall buildings, there was a small public park. As a colt, he had been fond of parks, but something about this one… this one was real. The green grass was damp with dew that glistened in the moonlight. Sideralis lurched forwards, his legs trembling like a newborn foal’s, and he dropped his head down. He could smell the grass. It was unlike the smell of grass in his memory. It was sweet, strong, it was different than the little patches of grass on The Ouroboros. This was cool and inviting. Sideralis nickered, then whinnied, and then, with a grunt, he flopped over onto his side, rolled over onto his back, kicked his legs up into the air, and began to scratch his back. He rubbed his withers and his croup over the cool, damp grass with reckless abandon.

Fluttershy let out a gasp and turned her head away. “Sideralis, please, we’re in public.”

Ignoring Fluttershy, Sideralis would not be denied and continued to roll around in the grass, he had horsie sized itches in his pony sized body that just had to be scratched, come what may.

“Sideralis, please, ponies are going to think you have bugs or something,” Fluttershy said in a pleading voice.

“Feels good,” Sideralis replied.

“Behold, the noble, regal, majestic alicorn… see how he rolls around in the grass like a common horse.” Stout sighed. “Come on, Sid, get up. Now you’ll need a bath when we get home.” Stout watched as Sideralis kicked his legs and she heard him wickering. He was enjoying himself far too much.

After one very enthusiastic kick, Sideralis farted.

Turning away, her cheeks taking on a pinkish tint, Fluttershy gasped, “Oh my.”

“Sid, come on… stop horsing around,” Stout begged.

“No, this feels good. Join me, Stout!” Sideralis wiggled over the grass, flopping and flailing around, all while whipping his tail around on the grass.

“You big dummy, you just asked me to roll around in the grass with you in front of my mother.” Stout rolled her eyes and then looked at Fluttershy. The yellow mare had her eyes closed and was squeaking with each breath she drew. Stout could not even pretend to be angry. At this point, she was struggling to hold back her laughter.

Realising that Sideralis was not getting back up, Stout bit her lip, looked at Fluttershy, and then, knowing that she was going to regret this, dropped into the grass to roll around with Sideralis. Much to her surprise, it felt good. It awakened something deep within her, something she had not felt for a long time. She got into it, grunting, and began to kick her legs into the air. She rubbed her croup and her dock against the grass.

This felt really good.

Oh did this ever feel good.

Something deep inside of Stout flared to life and it took her several moments to figure out what it was. As she rolled and kicked, she came to the understanding that she felt like a pony again. Doing this satisfied something deep within her, something primal and equine. Without meaning to, Stout whinnied, and she felt better. Somehow, she felt less artificial. Her flesh sang as the cool, wet grass rubbed against her pelt.

Beside Stout, Sideralis let out a bugling whinny and then went still, his body exhausted but feeling good. He lay with his wings spread out and his legs splayed out in all directions. He let out a satisfied snort and stared up at the moon.

“Fluttershy, you should join us,” Stout said.

“Oh no… Stout, I couldn’t,” Fluttershy replied, refusing to turn around and look.

“But Sid was right, this feels wonderful.” Stout wiggled her mechanically augmented bum against the cool grass and felt the night breeze trail over her feminine places. Stout, feeling wonderful, angled her head to look at Sideralis. Something… protruded from between his hind legs. For a moment, Stout struggled to breathe. Now she was feeling a little too good. Something about the wet grass, the moon, and the marvellous sensation of feeling like a pony once again had put her in quite a mood. She could hear that Fluttershy was almost hyperventilating and the yellow mare’s squeaks were increasing their pace.

“Um, Sid, I think it would be a whole lot easier on ‘Shy if you rolled over onto your belly for a bit,” Stout said in a low whisper.

“It would indeed,” Fluttershy squealed.

Sprawled in the grass, Sideralis became aware that he was… excited. He struggled, kicking his legs, and using his wing, he pushed himself over onto his side. His tail swished, whipping around his hind legs, and then he rolled over onto his stomach, feeling the cool, damp grass against his hot, fevered flesh.

“Thank you,” Fluttershy said, refusing to turn around or to even open her eyes. “Oh my poor little Stout, she’s too little… too little… too little.”

Stout felt her cheeks begin to burn. She wasn’t that little. And Sideralis wasn’t all that big. But he was hung like an earth pony, that was for certain. He was big enough to be intimidating. As the blush in her cheeks spread to the rest of her body, Stout understood why adoption held such a big appeal to Fluttershy; she was just too shy. Making her own foals would have been a near impossibility for her. Stout felt bad for the mare that had raised her. She made a mental promise to give Fluttershy a big hug and a kiss later, as well as a thank you for being a good mother.

“Mmm, the grass feels good,” Sideralis said to himself.

Nodding, Stout gave a whinny of agreement.

Almost home. Much to Stout’s relief, the little corner market near the apartment building was open all night and she had been able to get a gross of root beer. She was walking on three legs with the massive box filled with root beer bottles held in her telekinesis. She couldn’t even imagine what would happen if an alicorn had a drinking problem and she shuddered to think of how Princess Luna might tear through bottles of mulberry wine.

“Many of the ponies who serve on The Ouroboros live in this building. Twilight sometimes stays here, she has an apartment, but she tends to stay aboard The Ouroboros. Sometimes, we have to coax her away from the ship.” Fluttershy paused for a moment, shook her head, and then continued down the road. “I can understand how Twilight feels. The Ouroboros feels like home. It was our safe place, our refuge for a long time.”

Not knowing what to say, Sideralis let out a soft nicker.

The apartment was soft curves and rounded edges. The doorways had arches over the top. Many of the doorways had no doors, just a heavy beaded curtain. Coming in through the front door, one entered the living room, which was bisected and half of the open space was a kitchen with a stone tiled floor. The walls were a soft shade of brown, like a graham cracker. There were no sofas or couches, just piles of cushions on the floor in the corner. The dining table had no chairs, just cushions. In the middle of the living room floor was a shallow recessed pit filled with pillows.

The light fixtures were all stained glass and it threw beams of multicoloured light all around the room. Opposite the front door was a doorway with a beaded curtain. Beyond that was a hallway, a bathroom, and several rooms. At the end of the hallway, there was a door leading to the balcony, a perfect platform for a pegasus to land upon.

The decor was quite different than the Equestrian decor that Sideralis had been made to imagine. Something about this was exotic. He liked it. The tall arched doorways gave him more room for his height and his horn. This place felt like a palace.

Just as Sideralis was about to let himself tumble into the pit full of pillows, Fluttershy’s voice made him freeze in place. It was the sort of commanding voice that could make a cybernetic organism stop in their tracks and cease all activity.

“Don’t you dare… you… you’re all covered in grass! You and Creamy Stout need to go get cleaned up before you do anything, do you understand me?” Fluttershy gave Sideralis a hard stare, but not The Stare. “While you two are getting neat and tidy again, I’ll fix us something to eat. The kitchen is supposed to be well stocked for us. I think I’ll fix salad.”

“Remember, small pieces. Otherwise Sid might choke,” Stout said as she stowed away the gross of root beer and watched as temptation to fall into a pile of pillows almost put an end to Sideralis’ short, brief life. “He’s not very good at the chewing thing yet. It’s weird how his body is adjusting.”

“Stout, we need to work out Sideralis’ occupational therapy plan at some point.” Fluttershy watched as Stout put a few bottles of root beer into the refrigerator so they could get cold. “He’s made a lot of progress ahead of schedule.”

“Put chewing and swallowing on the list.” Stout’s lips curled downwards as she watched Sideralis’ wings flap. He was still thinking about diving into the pillow pit. Perhaps it was a pegasus thing and he wanted to make himself a nest. She knew that Fluttershy liked to make nests. “Come on Sid, let’s get cleaned up before the temptation becomes too great.”

The bed was much softer than his bed in the hospital section on The Ouroboros. It was the sort of bed that one sank down into. Stout’s room was spartan, with little in the way of furniture or decoration. There was a framed picture of Princess Celestia and Princess Luna on the wall, along with a Wonderbolts poster, but that was it. The bed was large enough for Sideralis to sprawl out in, without the need to fold up his legs or let his legs dangle off of the edge of the bed.

He felt Stout behind him, cuddled up against his back. She was breathing on his ear. He could feel her firm muscles against him. He thought of all the things he had learned about her, like her skin, which was amazing. Her skin had been changed, altered, to become more like the armored connective tissue that connected changeling chiton plates together. It meant that anything with fangs or claws would have to work hard to injure her. Her skull was reinforced and armored. She had special fluid around her brain that was similar to the fluid around changeling brains, allowing her to take even more abuse than a normal pony should be able to take. He had learned that Stout would eventually have both a horn and wings.

It had left him with one question: Would she be an alicorn?

She would have the appearance. Sideralis didn’t have a clear answer. Twilight Sparkle had wings and a horn, but she wasn’t an alicorn, at least not quite. Sideralis’ gut instincts told him otherwise. A conversation with Chrysalis had revealed that Twilight was undergoing changes. Her magic had grown stronger. Her earth pony nature was reinforcing her bones and making her stronger, but this was a slow, gradual process, a process measured in years, perhaps decades.

He had so many questions.

“Sid?”

Stout’s voice was little more than a ticklish whisper in his ear, which caused him to shiver. He felt little electric tingles coursing through his whole body and had a little spike of arousal. Sideralis replied, “Yes?”

“Rolling in the grass with you… it was weird.”

“How so?” Sideralis asked.

“I… there was a moment where I… I felt—” Stout’s voice broke, cracking with emotion, and she fell silent. She gripped Sideralis’ neck, holding onto him, clinging to him, trying to find the right words to say.

“Stout?”

“I felt like a pony again. I mean, I really felt like a pony again. It was like something inside of me woke up and I felt so good… I haven’t felt that way in a long time. I think I might be becoming too much machine. It’s like parts of me have gone numb. But, with you, I feel like I’m waking up. Feeling better. Like right now, laying here with you… this feels good. Just being with you.”

“I dunno what to say, Stout.”

“I just dismissed it all as necessary sacrifice. I gave myself over to the project, all of me, mind, soul, and body, because I wanted to help others. My cutie mark reflects that. But with each upgrade, with each surgery, with each change made, I became a little more… numb… I think that’s the right word. They gave me nociperception regulators that filter out pain. I can turn my ability to feel pain on and off. I don’t even need to sleep anymore, not technically, but I start acting a little weird if I don’t.”

Sideralis remained silent.

“But being with you, being glued to you like this… I’ve been feeling stuff again. And tonight in the park… rolling in the grass with you, I felt like a pony again. Looking back on it… I just couldn’t see it for what it was at the time… but looking back on it, I can see how important it was. How important it is. I have this fear that at some point, I’ll lose myself. I have these nightmares where I’m just a machine and I can’t feel anything at all. I have these nightmares about the future where the war is over and we’ve won and were tallying up the casualties and making memorials for the dead and I’m screaming at the top of my lungs that there are a whole bunch of ponies that died that they’re not counting, me and Mustang and all of the others that lost our ability to feel and gave up vital parts of ourselves so this war could be won, but nopony is listening and nopony cares. We won. And ponies like me are still alive, so why should anypony care… this nightmare makes me crazy. At the end of it all, we’re all thrown away, like so much scrap metal or junk, and we’re left to fall apart because we’re not wanted or needed, we’re a painful reminder of the war… we’re just… hardware that can be disposed of. Machines. Weapons no longer needed. I want to be more than a weapon.”

“Stout… do… do whatever it is that you need to do to keep those feelings alive,” Sideralis whispered. “You gotta resist going dead inside. I’ll help you, if I can. I’ll do anything, just ask… just talk to me.”

“Thanks, Sid.”

“Don’t mention it.”

“Sid… me helping you… being your therapist, your nurse, and your companion, I think it’s helped me just as much as it’s helped you. I needed this. I need you. Don’t let me go dead inside,” Stout said in a low voice as she snuggled up even closer to the stallion beside her. “I’m still a pony. I’m real. I want to stay that way.”

“Maybe Mustang needs a roll in the grass.”

“You know Sid, you might be right. Maybe what we need is a reminder of what it means to be ponies again. Maybe you can help Mustang where everypony else has failed.” Stout heaved a sigh. “At least, I hope so. Seems like the only thing she feels now is rage. I don’t know how to reach her anymore.”

Author's Note

More is coming. My ability to type has slowed down a bit with the colder weather affecting my arthritis. It's causing me to make a lot more typos and my fingers are all fumbly.

Chapter 15

“Come on… Sid, don’t make this difficult. You need vitamin D. Stop nesting in the pile of pillows and come on. I’m giving you a chance to come along quietly, otherwise, I’ll just have to drag you,” Stout said in a patient voice, speaking to the very silly alicorn nesting in the pillow pit.

“No.” Sideralis peered up from his pillows with a look of brazen defiance, he puffed out his barrel and his wings fluffed out. He let out a warbling whistle that was more whooshy than whistle. “I’m minding my eggs.”

“Sideralis… first off, you’re a stallion. Second… ponies don’t lay eggs.” Stout closed her eye and heaved a sigh. “Fluttershy… you got any advice for getting him out of there?”

“Can you be a good pony and go with Stout?” Fluttershy asked from the kitchen. “I know it’s going to be hard on you, but you need to try some of your occupational therapy in the sun. Please? Pretty please? Do it for me?”

“Okay.” Sideralis looked up at Stout. “Help me out.”

“You… jerk.” Stout opened her eye and gave Sideralis a hard stare. “You’ll do it for her but not for me?”

Averting his gaze, Sideralis allowed his head to fall down upon a purple floral printed pillow. “She preened my wings. And she’s always so nice and kind. And she—”

“I don’t want to hear it,” Stout said in huffy voice. She fired up her telekinesis projector and hauled Sideralis out of the pillow pit. She lifted him, gave him a bit of a shake, and then set him down upon his hooves. She watched, waiting as he wobbled, saw that he flicked his tail, and then he steadied. She heard him make a sound that was somewhere between a wicker and laugh, which caused her ears to perk. As much as she tried to resist, she could not help herself. She smiled at him.

“What are we doing?” Sideralis asked.

“Today, we are going to the Cyclops Science and Research Center and we’re going to get you oriented,” Stout replied. “Now we need to hurry or we’ll miss our train.”

“We get to ride a train?” Sideralis’ grin spread from ear to ear.

“Yes, now hurry up and move!” Stout made a gesture at the front door.

Feeling dizzy and faint, Sideralis waited on the monorail, held in Stout’s telekinesis field. He had done rather well, managing to walk outside for a bit, but then had become quite wobbly. Stout had summoned a cab and they rode to the station together.

Now, Sideralis waited with great anticipation to see the monorail, which excited him. He had no idea what it would be like. His mind pictured some fantastical contraption beyond description. Other ponies stood on the platform, and Sideralis felt eyes staring at him. He didn’t know why other ponies stared at him, but figured it had something to do with how tall he was. Or maybe it was his distinctive shade of blue. Perhaps it was because he had a super bright orange glow around him. Whatever the reason, it made him feel self conscious about himself.

The sun was warm against his skin, and while it made him feel weak, it also felt good. He needed the sun. Basking in the warm glow, he thought about Princess Celestia. Was she his aunt? He didn’t know. Twilight got to talk to her, but Sideralis hadn’t had the chance just yet. He didn’t understand astral-whatever.

Hearing a whistle, his ears perked. He had trouble seeing, but he tried so very hard to bring his world into focus. He desperately wanted to see the monorail. It was too bright though, and his eyes were too dazzled. He could hear the screech of metal on metal.

And then, little by little, as the train pulled into the station, Sideralis saw the monorail. It was like a long silver tube, smooth, sleek, it had what appeared to be a teardrop shaped smokestack in the front. It rode on the single rail and its wheels were all diagonal, angled towards the lower half of the center rail, resting on a lip that protruded from the bottom. It was too fuzzy to make out better details. His nostrils filled with the tang of burning coal and he felt like sneezing.

“Mjölna, you made it!” Stout said as a pony that looked a bit like her approached.

“Creamy Stout… who is this handsome fellow you are with?” Mjölna grinned as she approached Sideralis. “How are you feeling? We need to get you some sunglasses. Is Stout treating you well?”

“I can’t complain,” Sideralis replied as the train let out a whistle. He watched as Mjölna studied him, looking him over with her eye. She looked a lot like Stout, had similar colouration, and even the same bulky build. He supposed that they had a lot of the same hardware under their skin.

Giddy, Sideralis shook all over from an almost colt-like enthusiasm. He couldn’t wait to ride the monorail. Turning his head, he saw Stout lean over and whisper something into Mjölna’s ear and then both mares began giggling.

“All aboard!” a voice cried as doors opened.

After riding in silence for quite some time, staring out the window, and trying to focus on the world going by, Sideralis decided it was time for a few questions. Still staring out the window, he watched as the monorail passed by some short, squat buildings. They were outside of the city now, racing along over farmland.

“You didn’t need a train ticket,” Sideralis said in a low voice. “Why? Don’t ponies pay for things?” He blinked and then managed to turn his head enough to look at Mjölna, who was sitting beside him.

“Ponies pay for things, but we don’t pay for things. We just say our names and we get whatever we need. Certain ponies who contribute much to the war effort get whatever it is they ask for. They have enough to worry about without having to worry about if they have enough bits or coins,” Mjölna replied.

“Seems fair.” Sideralis studied the mare beside him, not even knowing why he was doing so. She was fascinating to him, just like Stout was. She was mechanical, but still living. He wondered if a roll in the grass would make her happy. He wondered if she was happy. The only thing he knew about her was that she liked to rivet things and that she was considered one of the greatest mechanical engineers alive, if Fluttershy and Stout were to be believed.

There were suddenly a million questions that he wanted to ask her, but he didn’t even know where to start. He turned and looked at Stout, sitting on his other side. She was staring out the window, her chin was resting on the sill.

“So what is this Cyclops place like?” Sideralis asked.

“Cyclops: We keep one eye on the future,” Mjölna replied. The older mare began to titter and then gave Sideralis a nudge. “Actual corporate slogan. Hilarious, eh?”

Sideralis chuckled, more out of a sense of social obligation than anything else.

“When this place became our refuge, Cyclops became our beacon of hope. Twilight Sparkle, Queen Chrysalis, Doctor Gizmo Gears, Queen Acherontia, King Stag, and many others all pooled their resources together, bringing together the most brilliant… and some might even say insane, minds together… the goal was simple. Find a way to free Equestria, heal ponies, and win the war. Any and all options are explored. I’ve even heard rumours of studies into time travel, trying to go back in time and preventing this from happening.”

Sideralis felt a strange pain inside and then he blurted out, “But then I wouldn’t exist.”

“A lot of things wouldn’t exist, but at least the war might be prevented,” Mjölna said to Sideralis in a low, soft voice. “Don’t worry, I think the time travel idea is a bunch of bunk. I mean, really… sending a cybernetically enhanced equine like myself back in time to assassinate Queen Mariposa before she becomes a threat… what a silly idea. I mean, that’s so dumb… it’s so far fetched. It wouldn’t even make for a good movie.”

“Can we talk about something else?” Stout snapped.

“What’s gotten into you?” Mjölna asked.

Stout chewed her lip for a moment, staring at Mjölna, and then turned away to look out the window once more. “Nothing.”

“Don’t tell me ‘nothing’ young lady.” Mjölna reached around Sideralis and gave Stout a hard poke with her hoof. There was a loud clanking sound, like two heavy bits of metal smashing into one another. “Talk. Or else.”

Sideralis, caught in the middle of two metal mares, looked at one and then the other.

“I just don’t want to think about ponies not existing, that’s all,” Stout said in a low voice.

“I see.” Mjölna gave Sideralis a nudge in the ribs once more, then leaned over and whispered into Sideralis’ ear, “I think she fancies you.”

The Cyclops Science and Research Center was enormous. Sideralis realised that most of the ponies on the monorail were actually going to this place. It stretched on further than Sideralis’ daytime vision allowed him to see. It was a structure made out of pale brown stone that Sideralis did not recognise. It was only five stories tall at the most, but it seemed to stretch from one horizon to the other, at least in Sideralis’ blurry vision. An airship floated overhead, something massive, but Sideralis had trouble making it out.

He saw crates and large boxes being unloaded off of the monorail and hauled into the large building, the crates being moved with telekinesis projectors like Stout’s. He heard a whirring sound, turned around, and then saw an autowagon filled with something he could not make out.

“Ain’t this place amazing?” Mjölna said as she looked up at Sideralis.

“Come on Sid, let’s go inside. I don’t like how shaky you’re getting. I think you’ve had enough vitamin D for the day.” Stout headed for the door, tugging Sideralis alongside of her in a bright orange telekinesis field.

“Doctor Gizmo… hello.” Sideralis looked down at the unicorn peering up at him, glad to see somepony he knew. The little unicorn was thin, delicate looking, and had a look of intense curiousity on his face.

“Greetings, Sideralis,” Gizmo replied. “Did you have a nice trip?”

“Yes.” Sideralis managed to nod his head with some effort, his tail flicking as he did so.

“Well, this is good. You are capable of making the long trip out here. That was the purpose of today’s activity. The sooner we can get you out here and start examining a few things, the better.” The doctor paused. “That is if you are serious about helping us. Queen Chrysalis might want your eye, I just want a chance to study an alicorn… the princesses are shy about such things and Twilight Sparkle… she… she is—”

“Not the same,” Sideralis finished, cutting in.

“Yes.” Doctor Gizmo sounded uncomfortable. “She is here, actually. She would like to meet with you, but right now, she is busy. She’s been away for a while and there is an old friend that she needs to check on. While we are waiting… I could think of ways to fill the time.”

“I’m up for anything,” Sideralis said with cheerful enthusiasm.

“Ah, good… good.” Gizmo looked at Stout. “At some point, there are some upgrades that need to be done, dear. Today, I’d like to fix your projector, if possible.” Gizmo took a deep breath. “Actually, I think it would be best if I fixed your projector now. Mjölna, can you look after Sideralis for a while? Maybe give him a demonstration of what project Rainbow Revival has done for you?”

The older earth pony mare looked at Stout and then at Sideralis. “Think you can survive for a while without Stout?” Mjölna smiled and then looked at Stout once more. “Think you can survive for a while without him?”

“Mjölna…” Stout’s voice was almost a whine.

“Look doctor, she’s blushing… certain processes have survived!” Mjölna lifted up her hoof and pointed.

“Fascinating… hmm, yes!” Doctor Gizmo leaned over and began to examine Stout’s face. “Hmm, increased respiratory function and blood flow to the face… she is in fact blushing!”

Sideralis began to giggle as he watched Stout squirm. When he saw her give him a dirty look, her single orange eye threatening to burn a hole through him, his giggles turned into a chuckle.

“Sid, you gonna be okay for a bit without me?” Stout asked, now ignoring Mjölna.

“I think I’ll be okay,” Sideralis replied.

Moving sidewalks. Sideralis turned a wary eye to the moving sidewalk he had just been lifted off of. This was a big building, so he supposed that moving sidewalks were necessary, but he had to wonder, who thought of this stuff? This whole building had been nothing but technological wonder after technological wonder.

“Weapons testing and development,” Mjölna said to Sideralis. “By the way, if you start to feel panicky or out of sorts, you need to let me know. Don’t wait and don’t think the feeling will just go away. Ponies who have slept for a long time who are pulled away from their companion can sometimes have adverse reactions to being separated.”

Sideralis nodded.

“Can you walk for a bit? There is no sunlight here, you feeling strong enough?” Mjölna looked up at the stallion beside her. She saw him nod after giving her words a moment of thought. She released her golden telekinesis field and watched Sideralis wobble.

After a moment, Sideralis flicked his tail and steadied himself.

“Follow me,” Mjölna said as she gave Sideralis an enticing wave. “Follow the nice pony… come on… walk for me…” She blinked. “Am I doing this right? Is this how Stout gets you moving?”

“Usually, the promise of root beer will get me to do almost anything.” Sideralis grinned, flicked his tail again, and then took off, wobbling after the stocky earth pony mare.

“This is the firing range,” Mjölna explained as she gestured all around her and then pointed at a long narrow hallway. “When I was rebuilt, I designed some of my own modifications. I work with a lot of different tools.”

The earth pony held up her hoof and waved it in front of Sideralis. As she did so, several fingers came wiggling out of the end. “These allow me to do precision work just as good as any unicorn. I also have telekinesis projectors, as you have seen.”

Sideralis lowered his head and checked out Mjölna’s wiggling fingers. They were neat.

Smiling, the mare banged on a button on a short table that blocked the long hallway. At the end of the long corridor, a target popped up. “Doctor Gizmo’s telekinesis projectors do a lot more than just make telekinetic fields… they can also do this.”

Mjölna fired off several rapid fire bursts from her hoof after pointing at the distant target. The telekinetic bullets ripped holes through the target and the earth pony mare grinned. “But that’s not all. We also have beam weapons… focused intense beams of telekinetic energy that constantly apply force over a pinpoint sized area.”

A beam of golden light shot from her hoof and with a wave, Mjölna cut the target in half. She banged the button once more and a fresh target appeared. “I can also do this.” Mjölna lifted up her hoof, squinted her surviving eye, and then said, “Targeting system, engage.”

Sideralis watched in interest. A faint glowing red bullseye appeared on the target. When Mjölna moved her head, the red bullseye moved, and her leg followed. Everywhere she looked, the red bullseye followed. After a moment, she focused her red bullseye on the center of the target. There was a faint hissing sound from within Mjölna’s leg, then a clunk, there was a loud bang that made Sideralis’ ears ring, and then he saw that the target had a neat little hole bored through it.

“That was a rivet being shot through the air at two thousand five hundred feet per second, give or take a few hundred feet per second. I can also heat the rivets to extreme temperatures. Works like a treat for taking out threats, but it is also great for making new doors after somepony puts dents in them with their head.” Mjölna shook her hoof to wave away a thin trail of smoke. “Targeting system, disengage.” The red bullseye vanished.

Sideralis mouth fell open.

“I also have a torch, but I’m out of fuel for it at the moment. It can be turned into a flamethrower. Then there is the electrical arc welder, which I can use to zap stuff. Works beautifully on enemy changelings, boils them on the inside.” Mjölna pointed to her cutie mark, a hammer and a lightning bolt. “I am a living tool… and I have never been more useful and awesome. After the war is over, I’ll be able to build airships, autowagons, anything. I’ll still have a purpose. I keep trying to get Stout interested in machines…” Mjölna let out a wistful sniff. “I have become everything my cutie mark ever wanted me to be. I am the hammer and the thunderbolt. I can be used for creation or to smite down my enemies.”

“That’s the most awesome thing I’ve ever seen or heard,” Sideralis said.

“I think Chrysalis has plans to upgrade you.” Mjölna’s face became serious and solemn. “Think about it long and hard before you do. I know you think it looks awesome, but once this is done, there is no going back. I am going to live for several hundred years… maybe even a thousand years or more. I’m not going to age like other ponies. I am not going to suffer frailty and weakness. I might live even longer, if I recondition my organics. They didn’t tell me this before I was upgraded. They told me after the fact. Everypony I know and love… most of them are going to die of old age while I keep soldiering on.”

Sideralis stared at Mjölna and saw sadness in her surviving golden eye.

“Small price to pay. I have to save my home… and then I have to rebuild everything that has been broken, ruined, or destroyed. That might take me a thousand years to set everything right.” Mjölna’s face broke into a sad smile. “I get to kick ass and then I get to set everything right. It’s gonna be wonderful.”

“Are you going to get wings and a horn?” Sideralis asked.

“Eventually. Stout will be first. She has the cutie mark for it. Nopony knows what to call us. I’ve heard the arguments and the debates about us being alicorns. Some ponies want to call us electrocorns, which is stupid.” Mjölna scowled. “Electrocorns… pfah!”

“I don’t understand… why remake you in the image of alicorns?” Sideralis asked.

“It’s the ultimate combat chassis. Flight and magic. Devastating attacks while airborne, done at a distance. It is how the enemy changelings utterly obliterated us. They have wings and stubby little horns. To take the fight back to them, we have to adopt their tactics, their abilities, we have to be able to fight them on their own turf,” Mjölna replied.

“So Stout will become a unicorn first?” Sideralis looked at Mjölna with a quizzical expression on his face. He noticed for the first time that his voice echoed off of the steel walls. “She’ll have magic?”

“She’ll have telekinesis and she’ll be able to use a few weak spells. The horn will interface directly with her brain, giving her a level of control with her telekinesis that will be unmatched, possibly even better than some natural unicorns. Doctor Gizmo Gears really knows his stuff. Twilight Sparkle will burn several spell matrices into the synthetic horn. Simple, basic spells. Nothing too fancy. Practical magic, like the ability to make a shield and stuff like that.”

“That’s a lot to take in… has anypony stopped to think about how Stout will adapt to the changes? Her feelings? All these changes, all this adaptation, all of this… but has anypony stopped to think about the consequences?” Sideralis shook his head, feeling overwhelmed. “I mean, they only told you that you’d be living for hundreds of years after you were upgraded… that seems wrong.”

“I’m okay with it,” Mjölna replied.

“Yeah, but what if somepony else wasn’t?” Sideralis felt sad without knowing why. He thought about living for hundreds of years, each year losing touch with what it felt like to be a pony. Becoming numb, as Stout had mentioned. He found himself unable to say anything about his thoughts however, and he looked at Mjölna. “Is there some place I can get a root beer? I… I feel peculiar. I need time to think.”

“Come with me to the cafeteria. I’ll get you a root beer… and one for myself. I fancy them. I am the root beeriest drinking pony you ever did see. I drink root beer like Rainbow Dash drank cider.” Mjölna gave Sideralis a little smile, hoping to cheer him up.

“You knew Rainbow Dash?” Sideralis asked. “What was she like?”

“I can tell you all about her…”

Author's Note

Next chapter: Apple Bloom.

Chapter 16

“Mjölna?” Sideralis lifted his head away from the straw sticking out of his bottle of root beer. “I thought of something… it’s bothering me… I keep thinking about Stout.”

“Are you feeling panicked?” Mjölna raised her eyebrow.

“No, not really,” Sideralis replied. He leaned on the table and his muzzle scrunched as he tried to put the pieces together. “Stout said she had phantom pains… she… she has the nerve cluster thingies for wings, whatever they are, already grafted into her body and she said that she has pains that aren’t there… but she also has the ability to turn off pain… so why would she feel it?”

Sitting across the table from Sideralis, Mjölna sighed. She reached up, rubbed her cheek with her hoof, then little fingers extended and she began to rub her own head. She looked at Sideralis and could see that he was staring at her with an intent quizzical expression, which Mjölna was starting to believe was his default expression. He was so very colt-like. Here was a big majestic alicorn, larger than life, and at times, he seemed like little more than a colt.

“Please, tell me?” Sideralis asked.

“Stout sometimes leaves her nociperception regulators off so she can feel pain. Look, Sideralis… I know that Stout seems like a happy go lucky pony, but she’s not always happy.” Mjölna paused. “She’s been a lot happier with you around though, now that I think about it,” the mare shook her head, blinked, then continued, “we all have our own ways of dealing with what we are. I work. I keep working. And then, after I work, I work some more. So long as I feel useful, so long as I feel that I serve some purpose, I feel okay. But if I’m not working, if I feel like I am not serving some purpose, I don’t feel okay. I start getting… troubling thoughts.”

Sideralis let out a sad sigh and then stared off at a group of ponies standing in line to get a meal. Their outlines were fuzzy. This cafeteria was like a school cafeteria or a hospital cafeteria. There were dozens of plates on shelves filled with sandwiches, salads, fruit, vegetables, there was a little bit everything. His eyes wandered. The tables were a pale shade of green and each of the chairs was a shade of sunny yellow. The floor was a mosaic of tiles that were all different shades of pink and white. The ceiling was painted to look like a blue sky with white fluffy clouds. Mjölna’s words disturbed him more than he cared to admit.

“Do you want some chocolate pudding? I’m thinking about getting some. I can feed you some on a spoon so you don’t make a mess,” Mjölna said after a long moment of silence.

“Yes, please,” Sideralis replied. He felt his stomach rumble. “Perhaps something soft for lunch too, if that’s okay.”

“Cottage cheese and fruit salad?” Mjölna gave Sideralis an encouraging smile.

“That works, I suppose.”

With his stomach full, Sideralis felt a little better, but was still feeling a little sad. He wobbled along behind Mjölna down a hallway that had a checkerboard of green and white tiles on the floor. A disembodied voice had called both him and Mjölna to the medical recovery wing and they had rode the moving sidewalk again. Then they had taken an elevator. This place was huge.

“The intercom takes a little getting used to, I suppose. You okay?” Mjölna, walking beside Sideralis, gave the stallion a good long look.

“I’m okay, I didn’t freak out that much,” Sideralis replied.

“I’m very excited… I know why we’re here.” Mjölna grinned.

“Oh?” Sideralis’ tail flicked as he walked, whipping from side to side.

“I get my helper.” Mjölna let out a happy sounding chuckle. “She’s gone through a number of upgrades. For some reason, we earth ponies take well to this augmentation and cyberisation process.” The earth pony mare paused outside of a door. “Section seven, floor three, room nineteen ninety one.”

Inside the room, Sideralis heard voices.

“Sweetie, it’s good to see you again… you look good.”

“Bloom, you look so… different.”

“I know—”

“I’m so proud of you and what you are doing!”

“Thank you, Sweetie Belle, that means a lot to me.”

Mjölna reached up and rapped on the door with her hoof.

“Do come in!”

Inside the room were two mares, one white, the other a creamy yellow colour, the colour of custard. The white one gave Sideralis a shy smile and the other one looked up at him with wide eyes filled with adoration.

“You look just like Luna,” the creamy yellow one said.

“Sideralis, this is Apple Bloom.” Mjölna pointed to the pony that had just said something. “And that is Sweetie Belle, she teaches magical kindergarten. Both of you, this is Sideralis.”

“Prince Sideralis,” a pained voice gasped from the doorway.

Sideralis, his tail flicking, turned to look at who was speaking. In the doorway was an orange pony with a violet mane. She had heavy looking braces on her legs and her hooves appeared to be plastic prosthetics. Her whole body trembled with the strain of standing up. She wore a vest that Sideralis guessed covered devoured wings.

“Scootaloo!” Sweetie Belle rushed forwards and lifted up the orange pegasus in a soft green levitation field.

“Put me down!” Scootaloo snapped.

Biting her lip, Sweetie Belle did as she was asked, setting Scootaloo down upon the floor. She glanced at Apple Bloom and then looked back at her friend, giving her an apologetic expression.

“Prince Sideralis… Princess Luna… told me… that you… would come… and I… would be… made whole.” Scootaloo wobbled closer to Sideralis, each step causing her to suck in a pained breath and gasp. She stopped walking, glanced at the nurse following her, and then looked up at Sideralis. “I have been waiting such a long time for you.”

“I don’t even know what to say… it seems like too many ponies knew about me before I knew about me.” Sideralis looked down and felt his heart breaking. This was one of his little ponies. She had been ravaged by disease. She was missing an eye, she looked very thin and frail. His back legs buckled and he sat down upon the floor, hitting hard. His tail flicked, whipping up against his legs, and he reached out with his wings. With clumsy effort, he pulled Scootaloo close. There was a creak and then a clatter of metal as Scootaloo sat down in front of him. He pulled her in for a hug, not knowing what else to say or do.

“We’re the Cutie Mark Crusaders,” Scootaloo whispered as she leaned in against Sideralis’ neck. “We have long been Princess Luna’s friends. It’s funny… She’s guided our way in dreams… all of us… but I think she has a special connection with me. I don’t know why. I get most of the dreams. The doctor says it’s because of all the drugs.”

Sideralis could feel Scootaloo against him. She trembled, as if she had a palsy.

“Princess Luna promised me that she would send help… and she always keeps her promises.” Scootaloo closed her eye and settled against the much larger blue stallion. She could feel wings wrapped around her, wings like a fortress. She couldn’t be certain, but it felt as though some of her pain had faded away. “I’m going to be the test subject for pegasi… the first. If the augmentations will work for me… then they’ll work for Rainbow Dash… and she can be revived.”

Sideralis felt noses against his wings. He looked up and saw the two other mares. He opened his wings, allowed them in, and watched as they sat down and cuddled close to Scootaloo. He wrapped his wings back around them, trying to reach around them all, but couldn’t quite close all the way.

“I have waited so long for this moment,” Scootaloo said in a low whisper.

And then, Sideralis felt dampness against his neck. It took him a moment, but he realised that Scootaloo was crying. He felt somepony clutching one of his front legs, he did not know who was doing it.

“Rainbow Dash is like her big sister.” Sweetie Belle lifted up her foreleg and stroked Scootaloo’s mane. “She kept saying that Princess Luna kept promising to send help… Apple Bloom and I kinda thought that Scoots might have been a little crazy… it’s been a little over twenty years.”

“But Princess Luna sent help, just like she promised,” Apple Bloom said.

“I told you so,” Scootaloo sniffled and snuggled closer to Sideralis, “we just had to be patient… it’s been absolutely awful waiting though.”

“I don’t know how much help I will be.” Sideralis shook his head and his tail swished against the floor. “I don’t know what I can do.”

“Princess Luna said that you would lead us… that we would be a new tribe… she said that we’d be guardians and we would liberate Equestria.” Scootaloo, still sniffling, rubbed and wiped her nose against Sideralis’ neck.

“I don’t know how to do that,” Sideralis said.

“Which is why you are the only pony who can,” Scootaloo replied. She coughed and cleared her throat. “Princess Luna said that Princess Twilight is too hurt and to affected by the past. You… you’re a blank slate. You only know what is happening right now… you have no connection to the past. You can think and make decisions for the future without the past influencing them. She said that we would need somepony that could understand us, connect with us, and see us as more than just a machine, a weapon, or a tool. We need somepony that remembers that we are ponies.”

“But I have no idea what I’m doing… I don’t even have a cutie mark… I’m just a clone… I don’t know what I’m good at—”

“Oh hush, you big whiny blank flank!” Scootaloo sniffled and snorted, trying to clear her snotty nose. “We’re going to help you find a cutie mark. Well, Apple Bloom and Sweetie Belle will. I’m stuck here. We’re cutie mark counselors. Listen up girls, we’ve got a lot to talk about. Princess Luna has sent us the mother of all cutie mark challenges and we’ve got a lot to do…”

“What happened to Sideralis?” Stout asked as she looked at the stallion curled up into the fetal position on the bed. She turned her gaze upon Mjölna. “I leave him with you and I trust you with his body… his life and I come and find him and he’s like this.”

“Stout, the Cutie Mark Crusaders got ahold of him. Scootaloo laid out some heavy stuff. Princess Luna has a strong, strong connection to Scootaloo—”

Stout snorted. “Look at him!” Stout waved her hoof.

“I’m okay, please don’t yell at Mjölna,” Sideralis said in a low voice. “You weren’t there. I got overwhelmed. It was all too much. So much is expected of me. I don’t know how to take it all in. You’re not the only one who has been having dreams about me for years and years and years.”

Fuming, Stout tossed her head around, causing her mane to whip about. After a few moments of venting her anger, she calmed and then looked Mjölna in the eye. “Thank you, Mjölna. I knew that I could trust Sideralis with you.”

“Well, I would hope so,” Mjölna mumbled, “cause he’s our prince.”

Sideralis wobbled alongside Stout and Mjölna led the way. The silence that had persisted for who knows how long was uncomfortable… unbearable even. It seemed that a bigger picture was emerging. Sideralis didn’t know how he felt about it. He had no idea how he should feel about it. His mother had sent helpers, ponies to guide him. As he walked, his tail flicked behind him.

“Sideralis, if you want to go home, just tell me. Don’t feel bad about it if you do. Nopony will think any less of you. Twilight was hoping to see you today, and we’re about to see her now, but if you don’t think you are up for it, you just tell me,” Stout said.

“No,” Sideralis replied, “we came here for a reason. I will do my part. I’m okay, really.”

“Sid—”

“I’m okay,” Sideralis insisted.

“It occurs to me that alicorns are really damn powerful.” Mjölna shook her head. “Our princesses, the both of them, are sealed away in changeling pods on the other side of the world. It appears that Princess Celestia is still running the show and that Princess Luna is still manipulating world events in her sister’s favour. Princess Twilight busts Sideralis out of his cocoon, rescues him, and now, a whole bunch of well laid plans are converging. He’s got an evangelist who preaches about his coming, and she is a true believer. My helper, my apprentice, the pony that was supposed to be helping me keep The Ouroborus maintained tells me that she will do whatever she can to help me, but she has a higher priority now and that is helping His Highness over here if he becomes lost, confused, or doesn’t know what to do—”

“Hey, I didn’t ask for this!” Sideralis stopped walking and almost fell over.

“I know.” Mjölna turned around, her expression kind and sad. She sighed, letting it out in a huff, her sides heaving like bellows. She lifted one front hoof and then pressed it down where a green tile and a white tile met together on the floor. “This has to be hard on you. What I want to say is, I’m in your corner too. Things that Scootaloo said made a lot of sense. If this gets to be too much for you, I’m here and I’ll be with you.”

“Thank you, Mjölna.” Sideralis looked at the mature earth pony mare and gave her a nod.

“Yes, thank you, Mjölna. I’m sorry I got snippy earlier… I got treated like a piece of hardware by some of the technicians. I was in a bad mood and I took it out on you. It always gets under my skin when I’m treated as a thing rather than a pony.” Stout snorted. “They were impatient and rough with me.”

“Stout, I understand that. It happens to me all the time.” Mjölna moved towards Stout, reached out a foreleg, and took the younger mare into a hug.

“Sometimes, it seems that Fluttershy is the only one that remembers I’m a pony.” Stout’s words came out a soft, pained murmur. “I can’t complain about it because it feels like nopony cares. ‘Oh look, the machine is squeaking again, somebody get the oil and grease it until it stops.’ Sometimes… sometimes… sometimes it feels almost like we are treated as slaves. We all have inhibitors. We have no way of protesting if we are treated badly, or if the technicians are rough with us. Or if we are treated as a machine. If we complain, we are told to remember our duty.”

“Which is a load of minotaur shit.” Mjölna pulled away from the hug and gave Stout a knowing sad smile. She turned and looked at Sideralis. “But you… you want us to be happy, right?”

“Of course I do… but I want all ponies to be happy… it’s like something inside of me that I can’t ignore,” Sideralis replied.

“The way I figure it, You’ve got programming too. He’s not so different than us, Stout.”

“Hello again, Sideralis.” Twilight Sparkle was sitting in a large, comfortable, overstuffed seat. She gestured at some chairs. “Have a seat. I have root beer.” When Twilight saw Sideralis’ ears perk up, she could not help herself, she laughed.

Using her magic, she levitated several bottles out onto the table, popped the tops, and after a moment of thoughtful consideration, included a straw, sticking it down into the open bottle. She watched as everypony sat down.

“Sideralis… I understand that you have met the Crusaders,” Twilight said, her face becoming serious, which caused her many scars to crinkle.

“Yes I have,” Sideralis replied.

“Good. This makes me glad. Princess Celestia wanted this to happen. As I am sure you are aware, things aren’t quite as they should be. I need your help… you look a little out of sorts, so I’m just going to leave it at that. But we’ll talk about this later.”

Sideralis looked upon the wall. There was a map of Equestria. In the middle, there was a word written in bold red letters. He stared at it as he thought about what Twilight had said. It looked as though somepony had scribbled it with a red marker. It was very large. It was the only thing in the room that was decorative. The rest of the walls were all plain grey paint with nothing.

Can'terlot.

“Why is there an apostrophe in the word?” Sideralis asked.

Leaning over the table, Twilight rubbed her front hooves together. “It started off as a joke… and then became something else. Can’terlot. The one place we can’t go. We can’t go home.”

“Oh.” Sideralis’ tail flicked as he lowered his head and tried to catch his straw in his lips. Nopony helped him, this was part of his occupational therapy and he had to suffer this indignity alone.

“I’ll try to keep the heavy stuff to a minimum.” Twilight cleared her throat. “There is going to be a big briefing in just a few days. I was informed about it this morning upon my arrival. This is a very big deal, Sideralis… a very big deal.” Twilight peered at the blue alicorn who was now slurping root beer through a straw. “I want you to be there, and it is my intention to introduce you to the council as Prince Sideralis.”

“Uh oh, I don’t like where this is going,” Mjölna grumbled.

“Me neither.” Stout’s face sank into a scowl and her muzzle wrinkled.

“I need to show that the Princesses are still a major power and that their wishes must be respected. There are those who have spoke openly about abandoning Equestria and letting it become a changeling homeland.” Twilight tapped one hoof upon the table. “There is much at stake. War weariness is becoming a major problem. Some ponies are starting to believe that all the resources we are spending fighting the war could be better spent elsewhere and that we should try to sue for peace with Queen Mariposa.”

“NO! NEVER!” Mjölna spat. Her voice held a faint mechanical growl, sounding more machine than equine. Realising her outburst, the mare bit down upon her lip and silenced herself.

“I don’t know what I can do,” Sideralis said as the straw slipped from between his lips.

“For now, a reminder that Princess Luna walks among us. It is perhaps the best we can do at the moment. I hope to do better.” Twilight’s face contorted with anger and she turned a darker shade of purple.

“There is no way that Sideralis will be attending this meeting unless I am there with him. I’m sorry, but I will not allow it, and if you try to throw your command around, I’ll tell Fluttershy that you’re putting Sideralis into danger.” Stout leveled her stare at Twilight and waited for a response.

“I’ve already made arrangements for you to be allowed in. You and Mjölna both will be at his side as his ‘royal guards,’ along with Apple Bloom. There are provisions that state that those are allowed.” Twilight watched as Stout calmed down and her hard stare became a softer look of respect.

“This is going to be a bad meeting, isn’t it?” Stout asked.

“I’ve heard some rumours. There are those who wish to dissolve Equestria as a nation and move on. The issue might even be forced.” Twilight blinked a few times and then closed her eyes. “I don’t know if this will happen or not. If it does… if this becomes an issue… I need to know who my friends are…”

Mjölna’s lone eye narrowed. “Do you want us to attend this meeting armed?”

Stout’s eye went wide. “Are you suggesting—”

“I’m not suggesting anything,” Twilight said with a dismissive wave of her hoof. “But yes, I’d like both of you armed and primed. Mjölna, see that you have a full reservoir of flamer fuel. Stout, your telekinesis projector is now fully functioning again. I had your targeting system upgraded today as well. Off the books, of course. Sideralis… I know this is overwhelming, but I need to know that you are with me.”

“I will serve my mother’s wishes, and she sent me to help you,” Sideralis replied, “but I draw the line at killing ponies. We have enough enemies as it is.”

“I really hope that it doesn’t come down to that,” Twilight said as she opened her eye.

Author's Note

This chapter has a lot of big reveals. I hope lots of folks are still with me for the ride, cause now it gets interesting as things kick into the next gear.

Chapter 17

“It’s been a very long day for you, are you sure you’re up for this?” Stout reached out and stroked Sideralis’ neck. “You’ve been going non stop since early this morning. I worry about you, Sid.”

“Your workday never ends, you look after me all day and all night,” Sideralis replied, looking Stout in her single surviving eye and seeing a reflection of blue within the orange. “I can do no less. Doctor Gizmo just wants to do a few tests and all I need to do is just sit there while I’m being poked and prodded.”

“He’s a trooper.” Mjölna turned and looked at Twilight. “Are you going to join us?”

“Maybe in a bit,” Twilight shrugged and then yawned before she continued, “there are a few things I need to take care of first though.” Twilight, who squirmed in her seat, looked over at Sideralis. “You know, there is a feeling, and it is a lot like relief… knowing that I am no longer the sole Crowned Head of Equestria. Sideralis, I know this is a lot to dump on you, I know this is unfair, I know that you are not ready for this job—but I wasn’t either. Princess Luna believes in you. I believe in you. It seems that Scootaloo believes in you. You have a purpose… already you are making friends who will help you. Here is some advice… stick close to your friends and let them help you.” Twilight paused and rubbed at her remaining eye. “I miss my friends.”

“You two, go ahead, I’ll catch up,” Mjölna said to Stout and Sideralis. “I think Twilight needs a moment.”

“Stout?” Sideralis looked at his companion as they traveled along the moving sidewalk. He was sitting down as they moved, glad for a moment of rest. His legs ached something awful, but he wasn’t about to say anything or complain.

“You okay? Do you want to go home?” Stout turned to look at Sideralis, a look of worry and concern hung over her face like clouds over the sun.

“No, nothing like that… Stout, I don’t like these inhibitors. I keep hearing about things done to you and the others. I don’t like it… it’s like… like… it feels like slavery to me.” Sideralis inhaled, sucking in a deep breath, he held it, and then let it all out in a long gasp. “I don’t like it at all, and the more I hear about it, the more I learn about it, the angrier I feel.”

“It was necessary to satisfy the need for public safety.” Stout frowned and deep worry wrinkles formed along her muzzle. “We’re not like normal ponies anymore. We’re so much stronger, faster, more capable, more durable, we’re so far beyond them… some ponies, and others as well, feel threatened by our very existence. Not everypony is happy that we exist. Twilight was backed into a corner and forced to agree to a compromise. She wasn’t happy about it, but it was the only way to move forwards. I just try not to think about it too much. I mean, it doesn’t effect me much, or maybe it does and I just ignore it. I dunno.” Stout shrugged.

Sideralis stared at the walls. There were no windows here, just painted murals of clouds, greenery, wildlife, and sunshine. A flock of birds flew in front of a bright yellow sun and golden yellow sunbeams speared through the picture, six in total. Each sunbeam had big bold words on it. Honesty, loyalty, generousity, laughter, kindness, and magic.

“Stout, why give so much power to somepony if you can’t trust them? This feels wrong… maybe Mustang feels unhappy and is angry because she lacks control over her own life. I mean, some other pony is in control over you… that’s wrong. You should be your own pony—”

“Sid, I was given a tremendous amount of power, and other ponies felt the need to make certain there were safeguards—”

“BUT THOSE ARE WRONG!”

Sideralis’ voice thundered through the corridor, startling all of the ponies nearby. Several pegasi were so alarmed that they took wing and flew off. But no one pony was more startled than Sideralis; he sat blinking, eyes wide, his breathing heavy, his sides heaving.

“Was that the Royal Canterlot Voice?” a nearby unicorn mare asked in a soft, curious, reverent voice. She bowed her head. “He really is an alicorn… I’ve only heard stories… I didn’t know what to believe.” She lowered her head a little more, almost as if she was bowing.

“He really is an alicorn…” an earth pony stallion whispered as he too, bowed his head.

“Now there are two of them… he’s real,” the unicorn mare said to her companions.

“I don’t like how this is turning out.” Stout noticed more and more of the the ponies around them bowing their heads. Before, Sideralis was a curiousity, something to stare at if ponies even bothered looking at him at all. Her enhanced hearing had heard all the whispers and talk that went on through hushed whispers and soft words spoken into perked ears.

“He’s one of the big alicorns, like the Royal Pony Sisters… he and Twilight together can save us…”

“Here is where we get off,” Stout grumbled as she grabbed Sideralis in her telekinetic field, lifted him, and stepped off the moving sidewalk. “Wave goodbye to the nice ponies, Sideralis.”

Lifting his hoof, Sideralis managed to smile as he waved goodbye.

The room was filled with flashing lights, big machines, machines that spat out rolls of paper with words and symbols printed on them… it was overwhelming. Stuff beeped. Lights blinked on and off. Large projection screens displayed weird symbols, images, and words.

It was like something out of a movie that Sideralis had seen… but then he remembered that the movies he had seen weren’t real. Yet, they were his only frame of reference. His outburst in the corridor was now forgotten.

“Ah, Sideralis!” Doctor Gizmo Gears strode forwards. “So glad to see you, yes, always a pleasure… finally, an alicorn to study! Doctor Blaven, get over here!”

A charcoal coloured unicorn with a grey mane hurried over, adjusting his glasses. “Eureka! We’ve hit the magical jackpot!”

“Indeed we have, my esteemed colleague,” Doctor Gizmo agreed, his head bobbing. “The first test will be very simple. All you’ll need to do is lay down and get comfortable. Then, we can scan you… easy, right?”

“Okay…” Sideralis eyed the two unicorns. Both of them had looks of manic glee in their eyes. He blinked and wondered if all scientists were perhaps a little crazy. Twilight Sparkle certainly had an off kilter aura about her, Queen Chrysalis sometimes looked a little off when she talked about making new pony parts or her latest theory, but these two ponies looked positively unhinged at the moment. “Are you going to stick things in my bum?”

“Uh, only if you consent and sign a waiver form,” Doctor Blaven replied.

Wide eyed, Sideralis blinked a few times and then looked at Stout. He saw her shrug and then heard her say, “Stuff gets inserted in my bum all the time. I have a diagnostic access port back there for my rear systems.” Sideralis shuddered.

“Um, we should get you comfortable so the scans can commence. I’ve been waiting for a very long time. A very, very long time. I have theories that might finally be answered!” Doctor Gizmo moved along a large console and began flipping switches.

Sideralis felt himself lifted in a powerful telekinetic field, this one from Doctor Blaven. It tingled and crackled against his pelt like static electricity and caused his feathers to fluff out somewhat. He had to fight against the urge to giggle.

“If you hurt him, if he cries out, if you cause him pain—”

“Stout, I assure you, no harm will come to him. Today’s tests are just scans and examinations.” Gizmo turned to look at Stout, then returned his attention the big console covered in hundreds of buttons and switches. “You know, somepony should activate your royal guard protocols.”

“Um, I don’t think we should talk about that just now,” Stout replied. She turned and looked at Sideralis, and sure enough, the stallion was frowning as he was settled down upon a large bright blue cushion.

“She should be free to activate her own royal guard protocols if that is what she wants to do,” Sideralis said in a low voice that did well in expressing his irritation. “It’s not right that you have that much power over her.”

“Um, I have no control over that sort of thing, I have to do as I am told—”

“No!” Sideralis’ nostrils flared and he shook his head. “Nopony should have to tell you to do the right thing… it should just be done! This is like slavery… Stout should have control over her own body!”

“Um, might I suggest taking this up with Twilight Sparkle? I’m really not in a position to discuss this or do anything about it. I just follow orders.” Doctor Gizmo stood with his ears splayed out, looking apologetic and a bit sad.

“Sid, for now, please, just… let it drop, okay?” Stout turned to her companion and gave him a pleading look. “Things are the way they are. No sense being angry about it. I have this fear that the moment that we start discussing the morality of this whole thing, ponies are going to bring up questions about if I should even be allowed to exist… and that bothers me, so let’s just drop it.”

Opening his mouth, Sideralis almost said something in reply, but fell silent. He looked at Stout, his vision fuzzing in and out. There were things he wanted to say, but he didn’t know how to say them. He lacked the words, the understanding, and the means to communicate everything he felt. He let out an indignant nicker and then dropped his head down to the cushion. His ears perked as something let out a shrill beep and then he saw an aura of rose coloured light form around him.

Stout, staring at the stallion on the cushion, came to a conclusion. He was a lot like Twilight Sparkle and she wondered if it was something about being an alicorn—Sideralis projected this aura of confidence and command… and that he was right, simply because he had said so. This wasn’t some trivial issue or an argument over something meaningless that ponies sometimes bickered about. This was a big issue, perhaps one of the largest issues facing ponykind at the moment, and Sideralis was firmly entrenched in his position… he had the unshakable sort of confidence that came with being right; both knowing it and believing it.

Which was further bolstered by the fact that Sideralis had nothing to gain from this, he wasn’t doing this for his personal benefit. He had drawn a line in the sand and now stood in the defense of others. There were some similarities to Twilight Sparkle alright.

In that moment, she felt something blossom within her. It made her feel like a mare. It ignited her equinity and caused it to blaze, almost like rolling in the grass had awoken something inside of her. Whatever it was, she felt it most when she looked at Sideralis.

“Froinlaven! Look at these readings, Doctor Blaven!” Gizmo gestured to his colleague to come over and have a look. “Some are what I predicted, others are completely unexpected!” So overcome with excitement, the doctor snorted.

“Oh my, what do we have here? Will you look at that?” Blaven peered through his bifocals at the projection display. “Oh, that is going to change everything we think we know, wait till Chrysalis sees this, she’s going to be beside herself.”

Nearby, a machine began spitting out a great deal of paper, all of it covered in squiggly lines, numbers, letters, and all kinds of other garble. Another machine spat out a ribbon covered in weird arcane symbols.

“Am I reading this right?” Blaven peered at the data through his bifocals, his eyes large and owlish in his lenses. He smacked his lips, looked at Sideralis, and then looked back at the data once more.

“I think so,” Gizmo replied. “This might just be the single most important discovery about project Rainbow Revival so far.”

“What is it?” Sideralis asked from where he lay on a cushion.

“Your wings,” Gizmo replied, his head bobbing with excitement, “your wings are amazing! They give off the same magical signature as a unicorn horn, only much, much stronger!”

“We’ve been studying regular pegasus wings for a while and we’ve never noticed the magical signature… it’s not strong enough to stand out against the magical signature that the common pegasus has emanating from their whole body,” Blaven continued.

Grinning, Gizmo stepped away from the console. “But with you and your amplified alicorn magic, your wings stand out… which means that pegasi wings operate like unicorn horns… they must have some means of manipulating the magic around them, which is probably how pegasi can fly… those wings are far too small for a mammal of that size to have flight capabilities.”

“I wonder what the results would be if we could have studied Rainbow Dash back when she was in her prime… no doubt that she would give off a significant magical signature from her wings because she could create a rainboom. I am betting that her readings would have been very much like a strong unicorn’s magic, perhaps like Twilight when she was still a unicorn,” Blaven said as he rubbed his chin with his hoof and continued reading the data as he spoke.

“Blaven, are you thinking what I’m thinking?” Gizmo asked.

“I dunno, Gizmo… where we would we find one hundred thousand gallons of cottage cheese and two tons of thermite?” Blaven replied.

“No, you idiot, by the stars, you have a one hundred and forty two intelligence quotient and it shows, you dimwit… argh!” Gizmo ground his teeth together.

“You’re only twenty three points higher, no need to rub it in!” Blaven looked at his colleague and gave him a wounded stare.

Stout, unable to resist herself, began to giggle.

“If Chrysalis’ theory is correct, and alicorns are universal donors, we might be able to take bone, tissue, and marrow samples from Sideralis’ wings and use those to help rebuild the disease ravaged wings of the pegasi. We could find a cure… of course, that would mean giving a whole bunch of ponies alicorn flight power, maybe, possibly, but Chrysalis will be intrigued to know about this!” Gizmo Gears turned towards Sideralis and stared.

“I’m lost.” Sideralis offered up his best confused smile. “But I’ll do whatever I can to help.”

“There are other curious readings,” Doctor Gizmo said, still staring at Sideralis.

“Like what?” Sideralis looked up at the doctor, who was now standing a little closer.

“Your tail.” Doctor Gizmo squinted as he looked at Sideralis. “I don’t understand.”

“He flicks his tail a lot,” Stout said.

Gizmo paused, then turned to look at Stout. “Oh really?”

“Fluttershy and I tell him to cut it out, because ponies might think he has bugs,” Stout replied. She tilted her head to one side and looked at the doctor.

“Excuse me, Sideralis, but would you mind flicking your tail while we still have the machine on?” Doctor Gizmo turned and gave Sideralis a curious, shrewd look.

Feeling a little self conscious because of Stout’s words, Sideralis nodded. He said nothing, took a deep breath, and flicked his tail. For a moment, nothing happened. Sideralis started to let out a sigh of relief, but then an alarm sounded, a bright red light began flashing, and a nearby machine let out a squeal of feedback.

“What the… why are we experiencing gravity fluctuations! I think the machines have gone faulty… everything spiked higher than what the machines are capable of reading, everything is crashing! Crashing! Froinlaven! Oh my goodness, oh the equinity! Fuses have popped like popcorn!” As Gizmo raced around, smoke began to pour out of the large console he had been monitoring.

“The crystal transistors are fried!” Blaven ran off to a closet and returned with a fire extinguisher held in his telekinetic field. He began to spray white foam into the central console as he coughed from the acrid smoke.

“FIRE!” a disembodied voice said. “FIRE!” it repeated. “Please evacuate section Honeydew!”

“Welp, my directives are screaming at me, sorry,” Stout said as she barreled forwards, knocking Gizmo out of the way. She extended one foreleg, fired up her telekinetic projector, lifted Sideralis, who was watching all of this in wide eyed mouth opened horror, and then hurried off for the exit.

“Are both of you okay?” Twilight Sparkle approached the cafeteria table at a brisk trot with Mjölna moving right beside her. “I heard there was a fire… lots of damage… what happened?”

“Sideralis flicked his tail and the machines went nuts,” Stout replied.

Stout’s words froze Twilight Sparkle in her tracks. The alicorn began chewing on her lip as she stared at Sideralis, who was sipping root beer through a straw. She turned, looked at Mjölna, scowled, still chewing her lip, and then looked once more at Sideralis.

“For a second, the sensors in the lab detected microgravity. We test out various devices involving flight and levitation in there, replacements for pegasus wings if we can’t find an organic solution. This is peculiar… and I cannot help but wonder if this is coincidence or if you had something to do with this, Sideralis.” Twilight pulled a chair away from the table and sat down. Twilight shook her head and then muttered, “Discord snapped his fingers… Pinkie Pie… she flicked her tail a lot…”

“What?” Sideralis asked around his straw.

“Oh, nothing, I was thinking out loud,” Twilight replied as Mjölna also took a seat beside her. “We can talk about it later. I might try some tests,” Twilight paused and looked at Sideralis, “it has been a very long day for you… you should probably go home and get some much needed rest. Do you have any questions?”

Sideralis lifted his head away from his straw, his tail flicking with subconscious effort. “Yes, actually.”

“Well, lay it on me.” Twilight gave Sideralis a pleasant smile.

“Ponies like Mjölna and Stout… what do you think they should be called? I mean, if they are part of a new tribe that is developing, a tribe needs a name, right? I’ve heard somepony mention electrocorns and that just sounds… stupid.” Sideralis narrowed his eyes and locked his gaze upon Twilight.

“Oh, I have a name, but I think it’s silly… it’s a visual thing, not so much something you can say and have it recognised, but once you see it, you can recognise it for what it is,” Twilight replied.

In the distance, somepony was shouting and waving about the fire in the Honeydew sector.

“What is it?” Sideralis asked, feeling curious.

Twilight puffed out her cheeks, her horn glowed a bright magenta, and an ink pen popped into existence. She grabbed a nearby napkin in her telekinesis, pulled it close, hunched over, and scribbled out a word in a smooth, flowing script. After she was done, she pushed it over to where Sideralis could see it.

C/Equine.

Sideralis stared down at the napkin for a moment and then looked at Twilight.

“I told you it was silly,” she said in a low voice. Twilight cleared her throat. “Letter C for cybernetic, letter E for enhanced, and then those letters merged with equine, as a reminder of what they still are. One of us. No matter how changed they might be.”

“I actually like that,” Mjölna said in a solemn voice. The older mare looked at Stout and raised an eyebrow, giving her companion a quizzical, questioning look.

“I don’t think it’s silly at all. If I’m going to be called something, I’d rather have that than ‘electrocorn’ or something dumb. Twilight, why didn’t you bring this up sooner?” Stout looked at Twilight and watched the alicorn shrug.

“This is a very serious subject matter, and I felt this was silly,” Twilight said.

“This is the name I shall give my tribe.” Sideralis turned and looked at both Stout and Mjölna, seeking approval.

“Wait, are you serious?” Twilight paused and then waved her hoof around as her wings fluttered against her sides. “I mean, not just about the name, but about the whole tribe thing?”

“Isn’t that why Princess Luna sent me?” Sideralis, who radiated an eerie sense of confidence and calm, turned his teal eyes upon Twilight Sparkle. “If we have a name, we are more than just a tool, a weapon, or a thing. We need that reminder, to let other ponies know that Stout and Mjölna, and others, are still ponies. I think it is time that we give them a reminder. If they chose not to remember, or choose to ignore this issue, then it is time to force them into reconsideration. I will not have them oppressed. It is time that you make up for what you allowed to happen.”

“Right now, he is so much like Princess Luna that it’s scary,” Mjölna whispered.

Twilight nodded. “Yes, Sideralis, I agree.”

Author's Note

See-quine.

Anyhow, there is a lot to discuss. A lot happened in this chapter.

We move ever closer to the council meeting , the first of many of Sideralis' tests.

Chapter 18

Exhausted, Sideralis teetered into the apartment on wobbling legs, his tail twitching as he crossed the threshold of the door, he staggered over to the pillow pit, and fell in. He lay there in a heap, his head resting upon a bright pink pillow that had yellow fringe and little butterflies of all different colours all over it. He spread out one wing, reaching it out as far as it would go, and then did the same for the other. His wingspan was impressive by any standard.

Sniffing, he made no effort to raise his head. He heard Fluttershy moving around the kitchen, heard the sound of hooves, and then the soft smacking sound of a gentle kiss of some kind.

“Heya,” Stout said, “did you have a nice, restful day?”

“Yes I did,” Fluttershy replied, “I had some much needed time to myself. I did some shopping and then came home and took a nice nap.”

“What’s for dinner?” Stout asked.

“Lentils, vegetable curry, rice, and chickpeas.”

Sideralis felt his ears perk and he found himself sniffing. He heard hooves again on the other side of the kitchen counter, and then he saw Fluttershy approaching him. She had a soft smile upon her face, and he found that he was happy to see her.

“You had a long day… I’ve been worried, are you okay?” Fluttershy asked in a sweet, demure voice.

“I’m good,” Sideralis replied, “tired though.”

“My energy levels are low,” Stout muttered from in the kitchen.

“Eat something.” Fluttershy turned around and looked while making a faint ‘meep’ sound. “How low?”

“Real low, I had to carry Sid a whole bunch. He got tuckered out towards the end.” Stout opened the fridge and began to rummage around. “Need fuel, now a priority.”

“Stout drinks fuel? Like what, lamp oil or something?” Sideralis managed to lift his head, it felt like a sack full of bricks.

“Oh, well, Stout could drink lamp oil, or any sort of short chain hydrocarbons. She has a reactor that can convert anything to fuel, but her system is optimised for—”

In the kitchen, Sideralis heard the sound of a bottlecap being cracked. Once again, his ears perked, hoping for root beer. His orange tongue licked his blue lips and he let out a hopeful gasp. But Stout was not holding a root beer bottle… she was holding—

“—alcohol,” Fluttershy said, “Chrysalis optimised all of them to run on alcohol… ethanol of any type, the more energy dense the better. I wasn’t too keen on the idea of Stout or Mustang becoming some terrible drunkard, but then Chrysalis explained that Stout would never be able to get drunk, make bad decisions, and leave me heartbroken. After that, I was okay with it.” Fluttershy smiled at Stout. “You be a good filly and you drink your beer, Creamy Stout.”

“I was named after my favourite drink,” Stout said after she swallowed. “I have no memory of my real name, or my parents, or anything. Fluttershy named me, not only because of what I like to drink, but also how I look.” The mare belched, ignored Fluttershy’s look of disapproval, and then shot her bottle into the recycling bin. “That’s good, I’m getting another one.”

This was unreal. Not only was Stout some kind of science fiction pony, but she was powered by alcohol. She was fueled by alcohol! Who would do such a thing? He heard the fridge open, then heard the clink of glass, and then his ears heard the hiss of a bottle being cracked open.

“Mmm, curry,” Stout said just before she upended her bottle and guzzled it all down.

Sideralis’ head dropped down on the pillow. He was tired, so very tired. He hoped that dinner would be done soon. His eyelids were feeling too heavy to keep open. He blinked a few times, yawned, and then, he decided to close his eyes, he just needed a few minutes to rest them and then he’d be fine.

Dresses. There were a lot of pretty dresses on pony shaped dressforms. A spool of red ribbon lay on the floor. Pins adorned a small pincushion. There was a faint mechanical hum. Sideralis blinked. He was standing in a familiar place and there was a familiar white unicorn labouring away behind a sewing machine.

“Oh… hello, darling!” Rarity ceased her work, rose to her hooves, stretched, and then came over to greet Sideralis. “I’ve made myself at home and I’ve been busy.”

His brain was a mystery. Sideralis stared at Rarity, not understanding her. He had experienced several dreams about her now. She seemed to be getting stronger, more capable, and seemed to know more with each visit.

“You’ve met with Scootaloo… she is such a dear, ‘tis a real pity what has happened to her. Princess Luna made her a promise that one day, she would soar over the skies of Equestria. Then, the war happened. Such a pity.”

“How do you know all of this?” Sideralis looked at Rarity and then was distracted by a red gauzy dress covered in sequins. The sequins twinkled in the light like little stars, beautiful little stars. Sideralis’ mind tried to picture the dress on Stout. She was big, she was bulky, she was solid, while the dress was little, dainty, and flimsy. It would cling to her like a second skin. Ooh, la la…

“Why… I don’t know, darling,” Rarity replied, “that is a good question. I am a memory, a figment of imagination, I was given life by shame, guilt, remorse, sadness, and grief. I used to feel so bad about everything, I tried to comfort Twilight… she gave me life, the Princess of Friendship needed a friend and she created one to assuage her grief, but Luna changed me. Repurposed me, I do believe. And now, I just know stuff. Perhaps I only know what you already know, maybe your mother has been burying secrets in your brain and she is using me as some kind of voice to allow you to speak to the depths of your subconscious—but I wouldn’t know, darling, I am utterly mystified by my own words right now.”

The white unicorn mare moued, looking pouty.

“Something tells me that my real life counterpart was never this smart, what a dreadful thing to say about one's self.”

“So you are a way for me to dredge up all the secrets hidden within me?” Sideralis raised his eyebrow and studied the marshmallowy little mare before him. He watched her shrug. This was frustrating in the extreme. He didn’t understand what was going on, and he didn’t like it.

“Darling, you look… disappointed.” Rarity’s lips protruded in a pout.

“I am.” Saying nothing else, Sideralis turned around and stepped through the door behind him. The world fell away, and the memory of a place he never visited faded from his mind.

Sideralis emerged into some kind of stadium. It was made of clouds. It was empty, as far as he could see. He looked around, curious as to where he was, and wondered what was going on. As it turned out, the stadium was not empty. He saw a familiar orange pegasus, and she was approaching him.

“I just laid down to take a much needed nap, and here you are, doing your thing, just as Princess Luna promised,” Scootaloo said as she approached. When she reached Sideralis, she reared up, put her forelegs around his neck, and gave him a hug.

She was free from braces, she had hooves again, and she had beautiful wings, orange, like the rest of her, but the tips of her feathers were all violet, like her mane. She was beautiful and whole once more.

After a long moment of squeezing Sideralis’ neck, Scootaloo let go, backed away, and sat down on a stadium bench seat. She looked up at the night blue alicorn, her eyes full of adoration and wonder.

“You only have a tiny fraction of your mother’s power, and your range is limited. Princess Luna keeps her promises… she promised me that one day—”

“You’d soar over the skies of Equestria?” Sideralis said, finishing Scootaloo’s sentence for her. He took a seat as well, settling himself on the stiff cloud that formed the bench, and never once took his eyes off of Scootaloo.

“I was a little filly… my wings were stunted and deformed. She promised me that she would find a way of healing me somehow, or some way of allowing me to fly. She said that one day, I would be just as fast as Rainbow Dash, the stars said so, and the stars never lie.”

“I know nothing about the stars,” Sideralis said. He watched as Scootaloo’s wavy mane blew in the breeze. “So, what did Princess Luna do in other ponies’ dreams?”

“Well, when I was a little filly, she came to me… I was on a camping trip with Rainbow Dash. I was scared out of my mind, afraid of the Olden Pony. Princess Luna came and almost made me wet the bed. Well, sleeping bag. The next night, I heard the story about the Headless Horse and that scared me, but I refused to admit it. I wanted to be awesome, just like Rainbow Dash. I kinda worshipped her. So, Princess Luna almost scares me to death with the Headless Horse hunting me in my nightmares. When I started to wake up, she told me that when I woke up, my greatest fear would still exist, and that everypony must face their fear.” Scootaloo’s eyes lost focus and she became wistful as she relived the memory far in her past.

“Did you face your fears?” Sideralis asked, intrigued.

“Yep.” Scootaloo said nothing else.

“Did it help you get better?” Sideralis, now feeling curious, wondered what he was afraid of. He wasn’t sure, his whole life had been mostly artificial. His fears were also most likely artificial as well, but he had no way of knowing.

“Yeah it did, without Princess Luna I would not be the fearless pegasus I am today. I still get scared, don’t get me wrong, but I never back down. I never quit. I never stop fighting, ever. I push through the pain every day, and I fight back against the fear because I know that Princess Luna keeps her promises. I’m gonna fly again someday… and it will be in the skies over Equestria. One day, I’m gonna rainboom, just like Rainbow Dash.”

Sideralis came to a realisation, his mind taking in everything that Scootaloo had just said. He thought about it, feeling a little melancholy as he rolled the thought around in his mind. He cleared his throat, looked at Scootaloo, and then he knew. “Your greatest fear right now is that Princess Luna will be unable to keep the promise she made to you as a foal, isn’t it?”

Scootaloo jerked her head away, turning to look at some cloud drifting by in the distance. Her whole body trembled and shook. In that moment, her dream self resembled her real world counterpart. Plastic prosthetic hooves, bulky, cumbersome leg braces. A thin, frail looking body… and worst of all—dessicated stumps where her wings had been. There was nothing, just naked, hairless, featherless pink stumps that were all shriveled up and wrinkled.

“I want to believe that she will, but I am so scared,” Scootaloo admitted in a frightened whisper. “I’ve already almost died a few times. She’s still a prisoner. Things look pretty grim. Princess Twilight is losing popularity. The Rainbow Revival is more than just healing Rainbow Dash… it is an actual revival… it’s become… it’s something like a religion. There are places called Rainbow Chapels where ponies go and they light up candles… rainbow candles, and they say a little prayer that we’ll get to go home someday. They pray for more alicorns… we all pray for more alicorns… been praying for a long time, we pray to the moon, we pray to the sun, and we pray and pray and pray... we just want to go home, we all do, and ponies pray that they’ll be carried home on the wings of alicorns. That is why the end goal of the Rainbow Revival project involves turning Stout and the others into alicorns, or at least ponies that look like alicorns… we’ll have the power to take everypony home… I’m gonna be a part of it, I need to be a part of it, I have to… I just have to… I’m so afraid I’ll lose my faith… I don’t want to lose my faith, or my hope, or my dreams, so I just hold on tight to the promise that Princess Luna made to me. It’s all I have!”

“You’ve been praying for more alicorns?” Sideralis asked as he scooted closer to Scootaloo. He reached out his wing and pulled the disease ravaged mare closer. She resisted, trying to pull away, but she was too weak to resist. He pulled her close and gave her a reassuring squeeze.

“Ask Stout to take you to a Rainbow Chapel, you’ll see. So many of us have lost the faith… some of us no longer care… Some ponies stopped believing in the Rainbow Revival.” Scootaloo shook her head and then buried her face against Sideralis’ neck. “I still believe, I still have my faith. My heart has remained pure, I’ve kept my faith and I expect to be rewarded.”

Sideralis felt a heaviness in his heart. He watched the drifting clouds, thought about how sunny it was, and yet no matter where he looked in the sky, he could not find the sun. How odd.

“Mustang Salvation… she keeps the faith too. She wants to fight… no more hiding, no more waiting, she wants to go and fight fight fight and cut a bloody swath through our enemies, but they won’t let her. She is the instrument of our salvation, she says that she is supposed to be the Harbinger of the Great Ending. She won’t say what that is, but she has visions about it, dreams… I think Princess Luna made some kind of promise to her.”

“And Princess Luna keeps her promises.” Sideralis closed his eyes. “She sent me to do the work that she cannot do. I must fulfill my mother’s obligations.”

“Can you?” Scootaloo asked.

“Keep my mother’s promises?” Sideralis replied.

“Yes.” Scootaloo squirmed against Sideralis, feeling her heart thudding inside of her barrel like a caged bird.

“I think I can.” Sideralis felt something blazing within him.

Scootaloo, gripping the alicorn beside her, spoke into Sideralis’ neck. “Do you promise?”

Author's Note

It got dusty, damnit. Nuts.

Chapter 19

“Have a nice nap?” Sideralis yawned as he heard these words. He looked up from his nest of pillows and saw Stout looking down at him. Something smelled delicious, spicy, it was something exotic, or what Sideralis imagined to be exotic. He had no real idea what exotic was, with most of his experiences being artificial.

Stout sat down on the floor beside Sideralis, reached out, and stroked his ears. “So… you like nesting, how would you feel about having a few eggs?”

Danger, darling! Danger! a voice inside of Sideralis’ mind shouted, a voice not his own. It was feminine, cultured, and sophisticated. Warning! Trouble! Evacuate! Sideralis looked up at Stout and felt something very much like terror. He let out a worried whinny.

“Oh calm down you silly one horned bird horse,” Stout smiled, stuck out her tongue, and then continued, “you are so much fun to tease. Are you hungry? Ready for some dinner?”

Sideralis nodded, yawned, and then gave Stout a wary look. “Need to use the bathroom first, I think.”

“I’ll help you up.”

Sweating, Sideralis chased a soft piece of cauliflower around his plate with his tongue. Curry, as it turned out, was one of the many cultural gifts exchanged between the Saddle Arabians and the Equestrians. It was also hot. Fluttershy insisted that she had made it gentle enough for a foal to eat, but Sideralis came to the conclusion that foals in this part of the world must eat lava. A rivulet of sweat ran from Sideralis’ ear down to his nose, dribbling below his eye and across his cheek as he tried to eat his last piece of cauliflower.

The yellow rice was wonderful, the lentils had been spicy, but tolerable, the chickpeas had almost caused him to spontaneously combust, but the curry had been pure liquid pain. Somehow, Sideralis had cleaned his plate, but he wasn’t certain that his tongue, his mouth, the inside of his cheeks, his throat, or his stomach would ever be the same.

His worst fear lingered in the back of his mind: What happens when the curry makes its exit out of my backside?

At long last, he managed to lap up the cauliflower with his tongue, his tail flicking once against himself as he did so. He lifted his head, chewed, feeling his jaw aching, wondering how he was going to survive the aftermath of this meal. Fluttershy and Stout weren’t even sweating, or sniffling, or anything else. They seemed unaffected by the plateful of Tartarus that each of them had eaten.

“The curry lacked something,” Stout remarked as she leaned over closer to Fluttershy, “I couldn’t taste anything… sorry.” She gave the mare who had raised her an apologetic glance.

“I had to make it bland so Sideralis could eat it,” Fluttershy replied, also looking apologetic, “I’m sorry Stout, I’ll make it up to you, I’ll use some of that green curry paste you like in a special batch just for us.”

“Has anypony told you that you are the greatest?” Stout smiled.

Fluttershy, her face turning pink, let out a wordless squeal and squirmed in her seat. She looked at Stout, both eyes misting over with pride, happiness, and joy. The sunny yellow mare began to sniffle, and it wasn’t from the bowel blistering heat of the curry.

Wisteria used to look at him like that. Sideralis wondered if the changeling had any feelings towards him at all, or if everything had been a lie. The thought caused a tear to trickle from the corner of his eye, something he could dismiss if anypony said anything, given how his face was already threatening to melt off and slide into a puddle on his plate.

As if Sideralis was not suffering enough, his brain provided further torture: Did Wisteria miss him or mourn his loss? Was she heart broken? Or furious that all of her hard work was for naught?

Darling… this angst and this depression does not suit you, the demure voice in his mind said, disrupting his thoughts. Do try to be a good pony and find your smile once again. The voice faded away, leaving him alone with his thoughts.

Wisteria was a lot like Fluttershy, kind, loving, she had done everything to be such a good mother… at least that is what all of his false memories suggested. He felt another tear welling up and he could not tell if it was from the skull scorching curry or his own sorrowful thoughts.

NO! his own voice inside of his head shouted, echoing through his skull, Stout has shown more real love, kindness, and generousity in the short time that you have known her, and you need to acknowledge that!

Not so loud, darling, there is no need to shout… really!

Confused, Sideralis shook his head and stared at his glass of iced water that was flavoured with a few crushed mint leaves. Fluttershy had grasped Stout’s fetlock in her own and was giving it a squeeze while the two ponies looked into each other’s eyes. Love was a visible, tangible thing. He felt a tightness in his throat and didn’t want to say anything, fearing he would interrupt such a meaningful, wonderful moment of loving expression.

The memory of Stout kissing him filled his mind, leaving him feeling confused.

Stout was everything that Wisteria was not. She was real. Stout cared about ponies. Stout was a nurse, a good nurse, but more than that, Stout cared about ponies. She had given the entirety of her life over to the service of others. He thought of Rainbow Revival, Stout had given her whole body, her mind, and her soul to the project, and in doing so, had earned her cutie mark. Her generousity was unmatched. To give so much of one’s self and to ask nothing in return…

Oh, I do so agree, darling. Trust me, I know a little something about being generous. You have to give all of yourself and hold nothing back, otherwise, the magic won’t happen.

Sideralis ignored the voice in his head.

Dear, there is one thing she would never share though…

Breathing, almost panting, still on fire, Sideralis tried to get his lips around his straw so he could get a drink. It took effort and his tail flicked once, he was unaware of it even happening, but he got his lips around his straw and began sucking in water.

You, darling, she would never share you. She sees you as her reward, her consolation for giving up so much of herself. Sweetheart, she adores you… you make her smile… you make her laugh… and there is power in laughter… did you know that laughter is a form of magic all its own?

“Laughter is its own form of magic?” Sideralis asked aloud, his straw slipping from between his lips.

Letting out a startled meep, Fluttershy turned and looked at Sideralis. She took a deep breath, almost appearing to be in a panic, and then calmed a little. Her mane slipped down and covered half of her face.

“Laughter is a special magic all its own,” Fluttershy said in a low voice, speaking to Sideralis as she peered out at him through the curtain that was her soft, pastel pink mane. For a brief second, a pained expression clouded Fluttershy’s face, but then it passed. She offered a quivering, lip trembling smile. “Pinkie Pie was the Element of Laughter. She was a very silly pony… she was a dear friend of mine. She was always there to lift our spirits when things got hard.”

“Element of Laughter?” Sideralis, his head over his glass, looked at Fluttershy.

“Well, there was Pinkie Pie, the Element of Laughter. There was Applejack, the Element of Honesty.” Fluttershy paused just long enough to take a deep breath. “Rainbow Dash was the Element of Loyalty and I was the Element of Kindness… I suppose I still am, I guess.” Fluttershy brushed her mane aside with her hoof and peered into Sideralis’ eyes. “Rarity was the Element of Generousity and Twilight Sparkle was the Element of Magic. Together, we formed the Elements of Harmony, each of us embodying a small part of something greater.”

“A power greater than the sum of its parts,” Stout said.

“I… don’t understand.” Sideralis blinked a few times, trying to take all of this new information in.

“You’ve had a very long day,” Stout gave Sideralis a patient smile before she continued, “you’ve had your head filled with enough stuff for the day. I promise I will sit down and tell you everything I know, but later. Would you like a root beer?”

Overhead, a million stars twinkled. The moon was rising over the tall building across the way. Sideralis sat outside on the small balcony and Stout sat beside him. A gentle, balmy breeze blew in from off of the ocean, ruffling both of their manes and causing Sideralis’ ears to twitch.

Oooooh, darling, how romaaantic!

The voice inside his head was more like an annoying fly than anything else. Right now, Sideralis didn’t want to think at all, he wanted his brain blank and his mind silent. He was exhausted from thinking and there was too much to think about.

His brain hurt.

Really, it did.

It was every bit as fatigued as the rest of his body.

Oh, how dreadful, you have curry breath, a mint wouldn’t kill you, darling.

Feeling irritated, wishing for mental privacy, Sideralis thought about the times he had played with himself as a colt. The false memories were graphic, including the first time that he had ejaculated, blowing his load and sending a white stringy mess everywhere. He had thought that he had broken something. He had spent the afternoon panicked, unable to look his mother in the eye or even ask for help.

UNCOUTH!

After a moment, Sideralis had the strange, peculiar, and even unsettling feeling of being alone inside of his own head.

“You seem quiet.” Stout made her remark in a soft voice as she leaned against Sideralis, which in turn caused Sideralis to press up against the short section of wall and squishing him somewhat.

“I’m just tired,” Sideralis replied, not wanting to mention that he seemed to be haunted by the spirit of the Element of Generousity. Because he was over a head taller than Stout, even with them sitting down, he turned and looked down at her. Stout was a generous pony. He waited for some kind of internal dialogue, but the feeling of being alone persisted. Stout was a very generous pony. For whatever reason, Sideralis found himself in the company of generous ponies.

“Stout?” Sideralis felt the first prickle of fear in his stomach. He had a question to ask.

“What?”

“Stout, what if you were programed in some way to like me and you didn’t have a choice?” Sideralis closed his eyes and felt his guts begin churning as both fear and curry began to do a number on him.

“That’s quite a thought,” Stout replied, “but it doesn’t matter.”

“Yes it does.”

“No it doesn’t.”

“Yes, it does.” Sideralis, feeling a bit foalish, tilted his nose skywards and let out a sniff.

“No. It doesn’t.” Stout let out a sigh. “It doesn’t matter. I’m happy, who cares how it happened. Choice, some kind of programming, who cares? I feel happy, peaceful, and content. I honestly don’t care how it came about.”

“But I do care,” Sideralis replied. He felt Stout tense up beside him. “If you can be programmed to be happy, that… that’s just as wrong as inhibitors. It’s fake. Artificial. It feels wrong.”

“Feels real to me.” Stout tilted her head and looked up at the stallion beside her, and as she was doing so, she saw a shooting star. Letting out a faint gasp, she made a wish. She thought about it for a moment, locking it away in her heart, and then cleared her throat. “I don’t think that love can be faked. Princess Cadance, who had powerful love magic, couldn’t make other ponies feel love for one another, she could only strengthen the bond that was already there, making it stronger.”

“Aren’t you concerned about your feelings for me being wrong somehow?” Sideralis asked, blurting out the words and being blunt. He could feel Stout breathing against his neck.

“Nope.” Stout’s voice was filled with confidence, there was not even the barest trace of doubt. The earth pony chuckled for a moment and then fell silent when she didn’t hear Sideralis chuckling or laughing with her. She heaved a sigh, wishing that this wasn’t an issue.

“So what is it then? What makes you so certain that your feelings are true?” Sideralis really hoped that there was a good answer; he needed it in the same way that he needed air, or plants needed rain and sunshine. He needed it so he could settle his mind and quiet his own doubts.

“Do you really want to know?” Stout asked. She looked defiant and a little bit angry.

“Yes,” Sideralis breathed, hoping that Stout had some magic words that would make everything all better.

“Faith.”

Faith? Sideralis felt himself deflating on the inside. That wasn’t the answer he was looking for. Everything felt even more confusing and he felt his stomach lurch. His digestion was unhappy with the answer as well.

“Princess Luna made me a promise.”

Oh, here we go, Sideralis thought to himself and he tried not to roll his eyes. “Did you stop to think that Princess Luna might have made that promise and then might have made you feel a certain way so that you would feel happy with the results?”

“Why would she do that?” Stout asked, sounding hurt.

“I dunno.” Sideralis squirmed inside and slumped down, feeling just awful for hurting Stout. All she had done was be nice to him, bath him, look after his every need, feed him, even wiped his bum and sorted him out as his digestive system tried to sort out its many issues.

“Not all of us grew up with a lie. Not all of us grew up stuck inside of a changeling pod, being fed a steady diet of lies, half truths, and illusions designed to break down our wills, sap our strength, and shatter our spirits. Not all of us grew up with a need to be paranoid or question everything,” Stout said, still sounding hurt but now also irritated.

“What did she promise you?” Sideralis asked.

“None of your business, you paranoid jackass! I’m not about to bare my heart to you just so you can pick it apart and tear everything up because of your own paranoid insecurities!” Stout pulled away from Sideralis, leaving him leaning up against the wall, and then scooted several inches away. Turning her head, she glared at him, her sides heaving like bellows, each breath coming out her nostrils in heavy, heated snorts.

“I’m sorry.” Sideralis’ apology tasted like ashes on his scorched tongue.

“You should be sorry, you shit!” Stout waved a hoof around in an irritated gesture. “You don’t try to take away the faith of others, even if you don’t agree with it. Just leave it be… there is no need to try and ruin it just because you’re suspicious or paranoid! You just don’t try to take away the happiness of others, especially when it is that faith, that happiness, when those things are the very things that keep them going.”

Sideralis collapsed into the rail, his chin coming to rest upon it, and a terrible sensation of guilt flooded his mind, spilled over down into his body, leaving him feeling heavy and in pain.

“I am a real pony! I have dreams, hopes, and feelings! I am more than just a collection of synthetics and programming! I know what happiness feels like! I have faith, I have things I want for the future! I have desires, I want all of the sorts of things that any other mare would want! And my hopes, dreams, and feelings are no less real or valid than any other pony just because of what I am or by virtue of me being more machine than meat! I’m more than just hardware and my happiness, my hope, the emotions of my heart cannot just be dismissed or waved away as conditioned responses or programming!”

“Oh stars, I’m sorry… Stout, please, I’m sorry!” Sideralis cringed, his head resting on the rail, his whole body slumped over. He somehow managed to cover his face with his wings, smacking himself in the face in the process and almost bowling himself over.

“Sideralis, please, don’t get too upset, I’m sorry too.” Reaching out, Stout placed a hoof on Sideralis’ side, touching his ribs.

Thinking about his dream with Scootaloo, Sideralis sniffled and pulled his wings away from his face. He looked at Stout, but had trouble meeting her gaze, feeling ashamed, guilty even, for what he had said and done. “I guess faith is important to you… I… I know about the Rainbow Chapels.” He saw a surprised expression upon Stout’s face for a moment and then it faded away, becoming something else he didn’t recognise.

“We have a little chapel on The Ouroborus. I try to stop in there whenever I get a chance. When we’re here, I try to go as well…” Stout’s words trailed off.

“But with me around, it makes things complicated, trying to go off and do what you want to do because you don’t have time off because I’m a full time job,” Sideralis said, picking up where Stout left off. He saw her look away, her head turning and staring in the direction of a water tower on top of a building.

Sideralis, understanding that amends needed to be made for hurting Stout’s feelings, took a deep breath and hoped that Stout would forgive him. “We can go. Take me with you. We can go at any time, even tonight. You might have to carry me though, I’m still tired.”

“Really?” Stout turned and looked at Sideralis, her face hopeful.

Sideralis nodded.

“Thank you…”

Author's Note

Mmm, curry.

There will be consequences.

Chapter 20

Stout made her way through the streets, walking on three legs as she levitated Sideralis beside her. Sideralis watched everything, his vision much sharper now, improving a little more as each day passed, the improvement most noticeable at night.

He heard music coming from a cafe, the sound of drums, woodwinds, and brass. A pair of stallions stood beneath a streetlamp kissing one another and whispering sweet nothings into one another’s ears. Watching them made Sideralis blush, he had no idea that such behaviour even existed. He saw nothing wrong with it; his gut told him that two ponies had a right to be happy and to be free.

More ponies stared as he and Stout passed. Or perhaps they’d been staring and he was just now noticing, really noticing. They passed a store that sold musical instruments and for whatever reason, it was still open. This section of town seemed vibrant, alive, something about it electrified Sideralis.

Another Saddle Arabian was spotted, this one a stallion. He walked beside a pretty earth pony mare and both of them chatted as they trotted down the sidewalk side by side, the taller Saddle Arabian shortening his stride so the earth pony mare could keep pace with him.

Stout rounded a corner and that was when Sideralis saw it. Ahead was a building, large, made of sandstone. It had large double doors in the front. Above the doors was a painting, and the painting made Sideralis gasp. It was a mushroom shaped cloud and it had all the garish colours of the rainbow.

“Ready for this?” Stout asked.

“Ready for what, exactly?” Sideralis replied.

“I dunno what is going to happen when we go in there.” Stout’s face became an impassive mask. “Sideralis, you can’t hear it, but ponies are talking about you. They know you are here. Some are starting to get curious.”

“Put me down,” Sideralis said to Stout, “it feels important that I walk inside.”

“Okay, if you say so.” Stout, hesitant, allowed Sideralis’ hooves to touch the ground and she waited until he appeared to be steady. “Sid, stay close to me. We don’t know what might happen.”

“These are ponies, I have nothing to fear from them,” Sideralis replied.

Scowling, Stout bit her lip but had nothing to say in return.

Sideralis made his way through the doors and stepped inside. There were ponies here, even at this hour, which sort of surprised him. His wings fluttered at his sides, moving without him thinking about it or willing them to move. His tail flicked once, slapping up against his hind leg. Ponies were staring.

Sideralis was staring back.

He did not notice the single step up in front of the doorway to the elevated wooden floor. His hoof hit and he took a tumble. Alicorns; majestic, noble, magnificent, graceful, these are the things that the common pony thinks of when the word alicorn is mentioned.

Sideralis was none of these things as he tumbled down to the floor with a terrific thump. He lay on the floor, sprawled, his wings out, his long, graceful neck turned to the point where it ached a little, causing his muscles to twinge, and his legs splayed out in all different directions.

Worst of all, he heard snickering. At him. They were having a giggle at the alicorn that had just done a faceplant. He felt Stout against his side and her hoof was on his withers, trying to see if he was okay.

Snickering at a fallen alicorn was just not okay. Snickering, snortling, and little half hearted chuckles; that was not how one responded to an alicorn taking a tumble. Sideralis took a deep breath, he would show them, he would teach them a lesson. As an alicorn, it was his purpose to teach, to instruct, it was his purpose, his place, his duty to correct. His purpose sang within his blood.

Sideralis let out a bugling whinny and then began to guffaw with laughter to show the little ponies how it was done. Braying with laughter, Sideralis gave them all a lesson in the appropriate response to seeing an alicorn take a dive and kiss the floorboards.

Most of the crowd started laughing, the snickers and the giggling turning into peals of laughter. Several ponies hooted and something of a cheer rang out. Sideralis smiled, feeling better, and realised that taking a tumble was worth it. He felt Stout trying to pick him up using her hoof, trying to guide him back to his own hooves.

He struggled to his hooves, his legs wobbling, his knees knocking, and when he managed to stand up straight, he bowed his head, all while still laughing.

“You’re a big goof,” Stout said, muttering her words in a low voice.

As Sideralis lifted his head, feeling dizzy from laughing so hard, he lost his balance once more and took a tumble.

“Just sit down and try to stay still,” Stout commanded, glancing around. She had to fight to hold back her own laughter and she wasn’t doing a very good job of hiding her smile. Her face, which was mechanical perfection, betrayed her. The corners of her mouth kept twitching upwards. “You really are a big goof.”

“We have another alicorn,” a mare said in a mirth filled voice.

“And he is not what we expected,” a stallion added.

There was more laughter, something about it made Sideralis feel good. He had made the little ponies laugh, he had brightened their night, improved their lives, lifted their spirits, and had made them feel better.

“Is he even a real alicorn though?” a voice asked.

Stout whirled around, baring her teeth. “He’s as real as I am!” She felt hot anger boiling up from inside of her, so much anger that it shocked her, she had gone from trying not to laugh to trying not to boil over with rage.

“I heard he’s a clone!”

“So what if he is, he was made from Princess Luna! He is her offspring! She is both his mother and his father, making him genetically identical to Princess Luna!” Stout, trembling, fought to hold her anger back.

“Princess Luna was graceful,” a pony quipped and then began to laugh.

Stout felt her anger flare, but then she heard Sideralis laughing at the pony’s remark behind her. She ground her ceramic composite teeth together and swallowed a heated retort. She took a deep breath and tried to calm herself, wondering why she was so full of rage. Was she becoming like her sister, Mustang Salvation?

“If that is the case it really is no different than in vitro fertilisation,” a mare said in a loud voice standing up and rising out of her seat, “that was how my colt was conceived. He’s a real pony and I have a faceful of hoof for anypony that says otherwise!”

“Why are you here tonight?” a stallion asked.

“Same reason as any of you,” Stout replied, sounding a little calmer.

“Have you come to save us?” a little filly asked.

Stout felt something cold pierce through her heart, it was a feeling that she hadn’t felt in a long time. Her anger melted away, becoming sadness. She turned her head, looking back over her shoulder at Sideralis, expecting to see a pained expression.

What she saw surprised her.

He was still smiling.

The majestic bastard was smiling.

“I’m still having trouble with the whole making an entrance thing,” Sideralis replied, a chuckle in his voice. “I just woke up one day after I was found inside of a changeling pod. Twilight Sparkle rescued me. I’ve had some very confusing dreams and there are a lot of expectations that so many have for me. To be honest, I don’t even know where to begin.”

The chapel was now silent.

“I have no magic that I know of, no talent, no cutie mark, I’m still struggling with the idea of whether I am real or not. I’m confused, scared, and I don’t know what is going to happen. But everypony seems to want something from me. And I want to do what I can to give whatever I can to them. I grew up… wait, that’s complicated, I have a false set of memories of growing up as an earth pony. I’m still not used to seeing this horn or these wings. I was a colt, a young colt, and I was just entering my adolescence. That’s right. I was just starting to get funny feelings, my voice was changing, and I was starting to have wet dreams.”

The crowd stared, stunned, silent, if a pin were to drop, it would be deafening.

“Now I find myself here, right now, in this moment, and I’m just as confused, frightened, and scared about the future as the rest of you. I’m still learning about the past and the future. Everything is confusing and strange to me. Am I an alicorn? Maybe. I guess I am. Am I real? I don’t know how to convince you of that, one way or the other.”

Sideralis cleared his throat.

“But I am a pony. I’m not so different than any of you.”

A lone unicorn mare wearing a woven shawl stood up and moved to the front of the chapel where the rows of candles were. She moved slowly, limping, her movements suggested that she was in pain. When she reached the candle rack, she turned, revealing a face that had only one eye. She wore no eyepatch, the gaping socket had been sewn shut at some point. She held out a rainbow coloured candle, pointing it in Sideralis’ direction, and then, with a flick of her magic, she lit it. Bowing her head, she turned and placed the candle into a holder.

“I hope that you find your way, I have lit a candle for you with the hope that it will guide you. You will need to know where you are going and what you are doing if you are to lead us. I still believe… I once saw a rainboom… it changed my life… I was so awestruck... I felt like I could do anything… anything… anything at all. I found the stallion that I loved and I got him to propose to me. We were happy… the rainboom gave me hope.” The old mare closed her surviving eye and bowed her head. “Help Twilight give us hope again.”

The old mare opened her eye, gave Sideralis a feeble smile, and then wobbled back to her seat on swollen, knobby knees. The cheek below her remaining eye was slick and shiny with tears.

“Thank you,” Sideralis said, his voice an emotional croak.

“Once, a long time ago, the world was thrown into chaos. It took two alicorns to put the world back together again… Princess Celestia and Princess Luna brought order, law, and light to the world, they gave us a nation. Now we have Princess Celestia’s student and Princess Luna’s son… we have two alicorns again… two… with two alicorns, anything is possible, history shows us that!” When he was done speaking, the old earth pony stallion peered around the room, his eyes narrowed, daring somepony to challenge him or his words.

A sitting pegasus filly that was soon to be a mare looked over at Sideralis, she rose, standing up, a candle held in her teeth, and approached the candle rack. She held the candle out to the others, lit it, and then with quick, well practiced movements, she popped the candle into a holder before the wax could dribble down and burn her lips. She turned, bowed her head in Sideralis’ direction, and then hurried off to her seat.

The little filly that said something earlier, the little filly who was up late, her bedtime should have been hours ago, went to her mother, said a few soft words, dove into her mother’s saddlebag, and then emerged a moment later with a candle held in her mouth.

With a bashful smile, she approached Sideralis, and looked up at him. She stood before him, staring upwards. She was small, a unicorn, pale pink, and had a yellow mane that was tied up with a ribbon.

“Sid, I think she’s trying to give you something,” Stout said in a solemn voice.

Lowering his head, Sideralis took the candle into his own mouth, tasting wax, and right away, almost dropped it. He was aware of the fact that every eye in the place was staring at him, and this was no laughing matter. He gave Stout a look that begged for help.

In a moment, he felt her at his side, moving with him, propping him up on his own aching legs that had done far too much today. The little filly was walking near him, looking up with wide-eyed adoration and affection. He stumbled and for a moment, Sideralis worried that he was about to go face first into the candles.

“No!” the filly squealed in panic, her voice fearful.

Sideralis felt magic, some of it strong magic, holding his body. He had no doubt that several unicorn horns were glowing right now. He closed his eyes for a moment, grateful, thankful that they had helped him. His tail flicked as he regained his balance and he opened his eyes.

“Sid, I’m gonna help you move your head with my telekinesis, okay?”

Stout’s voice was soft, steady, it gave Sideralis confidence. He nodded, waiting, and heard the faint hum of Stout’s projector activating. He moved his head, turning it sideways, and tried to stuff the candle into the holder. He had made no attempt to light it, that could be done afterwards, he didn’t want to burn himself.

The first attempt failed, missing completely. The second attempt almost bumped the candle out of his mouth. The third attempt, the candle was crooked and did not enter because it did not fit in the holder.

On the fourth attempt, Sideralis felt it go in, sliding home. He gasped, overcome with relief, thankful that he didn’t look too much like an incompetent boob. He pulled his head away and looked down at his work.

“Hold me up, please,” the pink filly said, “I can’t reach.”

Stout, always dutiful, always willing to help her fellow ponies, lifted the filly up with her telekinesis projector. She held the filly up to the candle and watched as the little pink filly screwed her face up in concentration.

Grunting, straining, the little pale pink filly ground her teeth together as her horn began to glow. Her whole body trembled and her legs shook as her nostrils flared. A wisp of smoke rose from her horn as she touched it to the candle, and after a moment, a flame flickered to life on the wick.

Seeing that the candle was lit, Stout lowered the filly down to the floor. She saw the filly look up at Sideralis, and Sideralis looked down at the filly. Stout felt something in her barrel swelling and could not help but wonder if she needed to run a maintenance diagnostic.

“I helped you… what’s your name again? My mother knows it but I can’t remember it,” the filly said.

“My name is Sideralis.” The tall blue alicorn lowered his head as much as he could so he could look the filly in the eye.

“My name is Pinkie Puff… and my mama taught me that anything can be done if we all work together.” The filly gave Sideralis a dazzling smile, her bright citrine eyes glittering with gleeful happiness.

“I can work with you,” Sideralis said to Pinkie Puff. “I’m gonna need a lot of help.”

“Princess Luna keeps her promises.” Pinkie Puff’s face became as serious as a little filly’s face can become.

Feeling a powerful weakness in his legs, Sideralis realised that the only thing keeping him up was Stout’s magical levitation. His whole body trembled. He looked down at the filly, confused, wondering what she knew, wondering what she had been promised. He felt afraid. Standing there, he could feel the heat coming off of the candle rack.

“Princess Luna promised that the pony that would save us would be humble enough to ask for our help,” Pinkie Puff to Sideralis, her voice holding the sort of wisdom that only foals had. “She didn’t say anything about you falling on your face though.”

Sideralis gave the filly a watery smile and blinked back a few tears.

Lifting his head a little, the candlelight dazzled him, hundreds of points of light filled his vision, for a moment, everything went dark around Sideralis and the candle flames were all that he could see. It was like drifting among the burning stars. He felt something inside of his head, it was like his brain was about to be ripped in half. The pain was unlike anything else he had experienced.

Sideralis saw his own horn light up, glowing with a brilliant blue glittery light. For a moment, he feared that his head would explode, but then the pain subsided, becoming almost tolerable. He heard gasping from all around him.

Before him was a tall white alicorn, equal to his size. She turned her head, her supple neck extended, and her eyes were somehow both sad and joyous. She was a phantom, a ghost, a projected image. Her pastel rainbow mane whipped about on unseen currents.

“My little ponies,” Princess Celestia’s projection said in a serene, loving, but commanding voice, “it is taking all of my power to appear to you now. I still love you, and I am working very hard to save you.”

The phantom white alicorn looked around the room, meeting as many eyes as possible, her eyes narrowing, her ears perking forwards. After studying every pony that was present, she turned and looked at Sideralis. “Nephew, it is wonderful to see you. It is with deep regret that I must tell you that I do not have much time for this reunion. Nephew, guard my little ponies. I am entrusting you with their care, just as I have done with Twilight Sparkle, who speaks in my stead.”

The white alicorn flickered, her image becoming fainter. The sounds of sobbing filled the room, mostly from older ponies, those who had actually seen and known Princess Celestia in what now felt like an age ago.

“I love all of you so much… just seeing you gathered together in fellowship gives me strength and restores my flagging spirit. I would have shown myself sooner, but were I to channel myself through Twilight’s horn, the consequences of such an act would be dire. Some of you I can touch minds with… I am still with you, do not give up hope, my little ponies.”

And then, with a fizzle and a crackle, Princess Celestia vanished and Sideralis went completely limp in Stout’s telekinetic field, his eyes rolling back into his head and his long orange tongue slipping free of his mouth.

Author's Note

Much majesty!

Chapter 21

Nausea crashed over Sideralis like an ocean wave hitting the rocks. His skull felt too tight around his brain. He lay still, too afraid to move, slivers of pure agony lancing through his head. Even his horn ached, it throbbed, as though a second heart had grown inside of it.

“Look, I’m telling you, Princess Celestia appeared, I saw her.”

Stout’s voice was muffled, soft, and not far away. Sideralis felt himself start sweating as his headache intensified from the sound. He wasn’t sure that he could bear any sort of conversation, sound, or noise right now.

“I’m not doubting that you saw her, I just can’t explain the method… there needs to be some rational, reasonable explanation for what has taken place. We need to know that we’re not being tricked or that this isn’t some devious ploy—”

“It was her! How dare you say otherwise!”

“I wasn’t there!”

“Twilight, Stout, please, do not raise your voices. Stop that, both of you. Be quiet.”

“I’m just saying that we should take some caution, that’s all… we have enemies.”

“Twilight, it was her… I don’t know how I know, but I promise you, it was her! There were ponies there that knew her… it was her voice, her mannerisms, it was her.”

“Stout, changelings can mimic a pony’s voice, their mannerisms, they can even fool the ponies that know them best—”

“Well, yeah, I did it when I was impersonating Princess Cadance. I had everypony fooled but Twilight.”

“Chrysalis—”

“You know, Twilight, I seem to recall that you were certain that you were right and you were quite put out by nopony listening to you. You were quite hurt as I recall because nopony believed you.”

“Chrysalis, what is your point?”

“My point, oh pontificating purple one, is that you are doing to Stout what was done to you. How does it feel?”

There was a dreadful, but welcomed silence. Sideralis treasured the quiet moment. He wanted to whimper, but was fearful of what the sound might do to his head. The pressure was about to cause his eyeballs to pop out. His legs made feeble kicks against the bed.

“Oh… fuck everything!”

“Twilight Sparkle! That was unacceptable! I will not have swearing in my home! Don’t make me get a bar of soap, young lady! You know I’ll wash your mouth out, I’ve done it before and I will do it again!”

“Sorry, Fluttershy, I’m sorry… Stout, I’m sorry. Everypony, I’m sorry… I—”

Sideralis heard the sounds of sobbing. He lay there, unable to move, unable to do anything, paralysed with pain, hoping and praying that his Auntie Celestia never again used his horn as a means of long distance communication.

“Oh, you poor dear, you’ve been under so much stress… Stout, tell her that you accept her apology, please?”

“Yeah, sure, look, I can’t fault Twilight for being suspicious… Sid and I had a conversation about being paranoid… he is too. They’ve both been hurt… Twilight, let me get you some tissues.”

“So let’s just assume this is, in fact, Princess Celestia. Somehow, she has found a way through Sideralis’ horn to show herself to ponies… we know that Sideralis and Twilight are both different types of alicorns. The Sunny One can’t channel herself through Twilight without Twilight’s head exploding, and it certainly isn’t good for Sideralis either… I doubt that Little Miss Sunshine knows what she did to Sideralis as a consequence of her actions.”

“His nose bled for hours and his left eye turned red with blood… the hospital said that he was okay, even though he was showing symptoms of having a stroke, it wasn’t a stroke… still, he’s been out for a little over two days.”

“Stout, the doctors said they understood physical sickness, not magical. I’m only a nurse and even I know that something is seriously wrong.”

“But we don’t know what it is.”

“No, Chrysalis, we don’t, but I have a feeling that he’ll be okay. Look how fast he has recovered, he’s started walking, his vision is getting better, he’s eating soft solid foods now, he’s made months of progress in weeks… so I have to say that, going by experience, he’ll recover from this.”

“I hope you are right, Fluttershy. I’d hate for his brains to be scrambled.”

Sideralis really wanted a drink… even flavourless water. Just something. Anything. But he couldn’t bear the thought of speaking, not with the way his head hurt. His whole body ached and his stomach churned with pain.

“Twilight, are you okay?”

“No!”

“Oh, Twilight, come here, let me hold you.”

“Ah, love… so much love.”

“Chrysalis, don’t make this creepy. I know you need to eat, but please don’t make things weird for us, okay?”

“Sorry.”

“The council meeting is coming up. I need Sideralis up and on his hooves for it! We need support… we need ponies to start believing again! I keep hearing rumours! Chrysalis keeps telling me stuff that her spy network keeps hearing… it feels like everything is flying apart… it feels like everything is close to being over.”

“Twilight, maybe things are over—”

“Fluttershy, how could you say that?”

“Let me finish… hush Twilight… maybe things are over… maybe this chapter of our lives is done, and what we’re feeling is everything wrapping up. Now it is time for something new to begin. We rescued Sideralis. We followed the plan Princess Celestia and Princess Luna made. Princess Celestia revealed herself… and while I am a teensy weensy bit upset with her for giving Sideralis a big boo-boo, she has clearly shown that she is still in charge and still has a lot of control over the situation. We’ve waited for over twenty years, we have to be patient and wait a little longer… but maybe, just maybe, this time of waiting is over and something new is about to happen. All things have to come to end so that new things can begin.”

Sideralis, even experiencing pain as much as he was, tried to give some thought to Fluttershy’s words. He tried to shove the pain aside so he could think. Twilight might be smart, but Fluttershy was wise. Perhaps there was a reason why he was left with Fluttershy.

“Twilight Sparkle, maybe it is time that you assert your role as a Princess of Equestria rather than just trying to be the commander of the fleet—”

“Chrysalis, don’t start with me right now!”

“Twilight, you can’t run forever! At some point, as heavy as the crown is, you’re gonna have to wear it! Ponies need you! I know this is a sore subject—”

“Damn you, Chrysalis, that is all that Equestria is! A fleet! A few warships, some dirt and a few trees from home, me, some survivors, and that’s it! That’s all we have! All the foals being born now… they’re Saddle Arabians! They have no idea what home is like! They might not even want to go home! Equestria will be a ruin for centuries when we return! It will be uninhabitable! It is all rubble and wreckage! Who will want to live there?”

“I do—”

“Stout—”

“Shut up, Twilight, I was speaking… and Mom, don’t you give me that look, you were the one that taught me it was rude to interrupt other ponies... now, as I was saying, I do. I am not like other ponies. I can live in a ruin. I can survive where other ponies can’t. So can Mjölna. So can Apple Bloom. We are more than machines of war… Mjölna, all by herself, can build a house in a single day. After the fighting is over, we can rebuild. We can make Equestria habitable again. We can give other ponies a home to come home to. The war doesn’t end when the fighting stops… it ends when the last bit of rubble is removed and the mess is all cleaned up. And we C/Equines are the ideal creatures to do that.”

“Stout, you’re an amazing pony.”

“Thank you, Twilight, Fluttershy here had a lot to do with that.”

Sideralis felt tears in his eyes, but not from the pain in his head. In the back of his mind, he was seized with a powerful need, but he wasn’t certain that he could do what needed to be done. But he knew that he had to try.

“I never, ever thought I’d be saying this, but for once, I agree with Queen Chrysalis.”

“Spike?”

“Twilight, I’m sorry. But you owe these ponies more than just being the commander of the fleet. They need a Princess of Equestria… and a Prince right behind her, even if he is now some feeble minded victim of some kind of magical stroke.”

“Spike… I…”

“Twilight, I get it, I really do... You never were comfortable with the whole princess thing. You went on and you lived your life as a normal pony, as if nothing had changed. Look at you now. Look at you! You are a war hero. You’ve survived hundreds of engagements with the enemy! You can boast that you’ve killed thousands, and there is plenty of evidence to back that up! You have gone into impossible situations and you came back out alive. You rescued Sideralis when the entire council believed it was a suicide run. Even when you were ordered to stay here, you took off in The Ouroboros and you proved them wrong, all of them. You assaulted the fortified city of Las Pegasus, you pushed through the enemy ranks, you broke into the vault, found Sideralis, you pulled him out, and you lived to tell the tale. Like it or not, that is some Princess Celestia or Princess Luna level shit—”

“Spike… I’ll get the soap!”

“Sorry… please, not the soap… it slipped.”

“Don’t do it again!”

“Anyway, my point is… Twilight, you are our princess… look at you… you have that little streak of grey in your mane that makes you look dignified. You are all these ponies have, and if they’re forgetting Equestria, it is your fault. You need to be Equestria for these ponies. You need to get them to dream again.”

“Spike, you’re right.”

Hearing Twilight’s words, Sideralis felt something in his heart burn like a little coal. His tail thumped against the bed as he tried to flop around. Moving sent spikes of pain through his head. He needed to move, pain be damned.

“The council is going to come down hard on Twilight for defying their orders. I don’t know what is going to happen, but I keep hearing chatter about something. The council itself is in chaos. I know that some of them want to move on, the dream is over, it’s all said and done, and some ponies just want to forget about Equestria, pick up the pieces, and begin again. They believe that we’re fighting a war that we can’t win. They honestly believe that if we sue for peace with Mariposa and give her Equestria as the new changeling homeland, that she will let the rest of the world live in peace.”

“Chrysalis… we all know if left in peace, Queen Mariposa would build an army that would overrun the world eventually. Right now, she keeps her army sequestered within Equestria because she is fearful of Twilight’s attacks.”

“Correct, Spike, which is why we need to keep attacking and engaging Mariposa’s forces. It’s like lancing a boil or a cyst to relieve the pressure.”

“Gross!”

“Sorry Fluttershy.”

“One time, Twilight had a pilonidal cyst on her dock and I had to pop it—”

“Fluttershy…”

“Oh, sorry.”

There was a soft meep followed by a lot of groans of disgust.

“Twilight was big baby about that too, now that I think about it. I had to run around after her, begging and pleading with her, chase her down, and I had to get help so I could take care of it. I think Twilight might have some issues—”

“Okay… I get it! I get it! I have some problems asking for help and looking after myself! SHEESH! I give up, I surrender, I submit! Just stop talking about my enormous butt boil!”

After a great deal of effort, Sideralis slid off of the bed and stood on wobbling legs, his knees knocking together, and his tail whipping his sides. He took a few unsteady steps, fought to remain upright, and headed towards the door, which was ajar.

“We need to be ready for anything at the council meeting tomorrow.”

“I agree, Spike. That is why Stout, Mjölna, and Apple Bloom are going to be there.”

Sideralis nosed the door, his muzzle hitting the edge of the wooden door caused his head to ring with hundreds of bells. He almost fainted from the pain. The door opened, and he pushed his way into the hallway.

“Oooh, Stout, be careful, I get so worried when you go into danger!”

“Mom… I don’t even know how to respond to that. I don’t run from danger, danger runs from me. The only thing that is remotely dangerous in my life is Sideralis, and he’s a big fussy root beer drinking baby.”

“Who kicked a five hundred pound cybernetic pony out of his bed somehow.”

“I’ll admit, hearing that surprised me.”

“You and me both, Chrysalis.”

“Spike and Chrysalis are getting chummy, what is the world coming to?”

“Keep flapping those lips, Stout… keep flapping those lips.”

Sideralis stumbled down the hallway, moving towards the living room, his tail flicking with almost every laboured step. Each muscle in his body screamed and his vision slid in and out of focus. He moved through the archway and into the living room, making jerky, agonised steps.

“What the fuck?”

Sideralis winced at Twilight’s exclamation. Her voice was like white hot metal shards inside of his brain. There was a thump as a five hundred pound cybernetic mare moved with an alarming amount of speed for being so bulky and heavy.

There was a flash of yellow in the corner of Sideralis’ vision, he could not make out what it was. Something orange flashed and he felt the pull of the world relax. He felt himself pulled into a warm, fuzzy embrace. He closed his eyes and went limp.

Sideralis felt something cold and metal against his ribs. He cracked open one eye and saw Fluttershy, she had a stethoscope and was listening with an intent expression upon her face. He felt his fetlock being grabbed and then something was pressed just under his jaw.

“I’ve found his mandibular artery, be quiet, I’m trying to check his pulse,” Fluttershy said.

Sideralis felt his tail being pulled. He let out a faint, soft, pained whinny and then something cold and slippery was pushed inside of him as he was lowered onto his back. He lay there, unable to do much else.

“Fluttershy?” Stout asked.

“Pulse is fifty six beats a minute, it’s a little elevated,” Fluttershy replied.

After a moment, Sideralis felt something pulled from his backside, leaving him feeling greasy, slippery, and squishy just under his dock. Sideralis didn’t like the feeling, not in the slightest.

“And his temperature is at one hundred and two, which is a teensy weensy bit high. He’s had higher, though.” Fluttershy’s voice was filled with soft worry. “Sideralis, is there anything you want?”

Sideralis tried to nod, but felt as though his head was going to explode. He licked his dry lips, his tongue felt like sandpaper on his cracked, parched lips, which had felt moist when he had woken up a while ago, or at least moister than they felt now. He took a deep breath, looked up into Fluttershy’s eyes, and then managed to say two words.

“Root beer...”

Author's Note

Soon...

Chapter 23

“We have incoming!” Mjölna shouted as she raised both forelegs and pointed them at the enemy. “Those airships are turning broadside to fire at us!”

Sideralis stared at the airships, wide eyed, mouth open, his sunlight blurred vision not allowing him to see in any detail. More pegasi were coming as well. He was terrified, absolutely terrified.

“In the name of King Skyfire, you are to surrender!” a magically amplified voice shouted, “if you surrender, you will be given mercy! Do not make this more difficult than it needs to be!”

“KING SKYFIRE CAN SNAP OFF HIS STUBBY LITTLE HORN AND SHOVE IT UP HIS PECKER-HOLE!” Mjölna screamed in reply. “THAT UNICORN SISTERFUCKER HAS THE HOTS FOR HIS DAMNED SISTER!”

“How dare you speak in such a way about our king!” the amplified voice shouted in return.

“Mjölna, go take care of those airships!” Twilight commanded as she launched Mjölna towards the closest airship.

Sideralis watched as Mjölna flew through the air, she became blurry as she gained distance, then fuzzier. She landed on the airship, which seemed to be rather small, all things considered; it was more like a floating platform under some kind of balloon.

There were screams on the airship, then an explosion, and then the airship began to sink from the sky. Sideralis saw something pony shaped leap from one airship to the next, jumping what had to be more than twenty feet and they were hundreds of feet up in the air. There were bright flashes of light, more screaming, and then an explosion. The second airship began sinking. The third airship was now fleeing, flying away at full speed, and the pegasi surrounding the ship were also escaping.

The two airships, crippled, sank down to the earth. Mjölna lept off of the second one and was caught mid-flight by Twilight Sparkle, who continued to fly towards Cyclops. Far below, the sounds of combat could be heard in the streets.

“Prince Sideralis, I am pleased to report that several unicorns were only gruesomely injured, but not killed, and I disabled the airships so they would sink and not crash. Everypony aboard should live,” Mjölna said as she hung in the air, suspended by Twilight Sparkle’s telekinesis.

Looking down, Sideralis could see that part of Mjölna had been burnt black and she was missing whole patches of hair. She had been set on fire; even worse, he could smell it now that she was closer. The scent of burnt hair and flesh made him feel queasy.

“Are you hurt?” Sideralis asked.

“Naw,” Mjölna replied, “I’ve turned certain unnecessary functions off. I’m fine.”

“But you are hurt.” Sideralis could feel his eyes tearing over, and it wasn’t from the wind. He shook his head. “Why is this happening?”

“Because it is.” Mjölna shrugged.

“More incoming!” Stout shouted, scanning the horizon with her one eye.

“Oh fuck me running, that’s a whole lot,” Apple Bloom said as she too saw the incoming army.

Twilight Sparkle picked up the pace, hoping she could outrun the teeming masses on the horizon. She suspected that there would be trouble at the Cyclops facility as well. She wasn’t certain how much trouble she could handle. If she had to, she could obliterate her enemies by the score, but doing so would not endear her to her fellow ponies. Somehow, she had to prevent this from becoming a massacre.

The dark figures swarmed forwards and Twilight realised that they were not foes, but friends. Squinting, she could make out Chrysalis. Twilight heaved a sigh of relief, never happier to see the changeling queen. She slowed and allowed the swarm of changelings to catch up.

It didn’t take Queen Chrysalis long before she was flying beside Twilight Sparkle.

“They made a move on the The Ouroboros. We had to open fire. The Phoenix Rising joined as well. Captain Spitfire is currently in command of both vessels. They tried to arrest King Stag! He fled to our ships and was begging for sanctuary, I hope you don’t mind, but we need him, so I had him secured on board,” Chrysalis reported.

“And what of Queen Acherontia?” Twilight asked.

“King Stag said that the last time he saw her, she was face down in a pool of her own green blood,” Chrysalis replied.

Twilight closed her eyes and in her frustration, she shrieked the word, “FUCK!” She opened her eyes again, grimacing, shaking her head in disbelief.

“Let me help you with those, they look heavy,” Queen Chrysalis said as the changeling lifted both Mjölna and Apple Bloom in her own telekinesis. “Hey, drones, start patching up Mjölna while we’re flying!”

Sideralis looked down at the river below him. Farms stretched out from horizon to horizon. The city was behind them. He felt like throwing up. He felt Stout embrace him, and he welcomed it. He wiggled and after some moments of struggle, he got his forelegs around Stout’s neck.

“So what is the plan, Princess Pain In My Ass?” Chrysalis asked.

Twilight, who was having a much easier time since the changeling queen had eased over a thousand pounds of load, turned to look at Chrysalis. “They’re going to recycle Mustang… we have to rescue her. Also, Scootaloo is still there at Cyclops. We have a rescue to do… there are others as well—”

“Doctor Gizmo Gears… they’ll want to seize him, no doubt about it,” Chrysalis replied, “there are about a hundred or so drones with me… if they’re preparing a welcoming party, things might get crazy.” Chrysalis looked at Sideralis. “Want me to haul Prince Root Beer off and keep him safe somewhere?”

“NO!” Sideralis shouted, shaking his head when he heard Chrysalis’ question. “I need to know that Scootaloo and Mustang are safe!”

“We have airships incoming!” Apple Bloom shouted.

“Yes we do,” Chrysalis said, turning to take a look. “Twilight, want me to take Sideralis and get him to safety?”

“I won’t go!” Sideralis shouted.

“We stay together,” Twilight said, not certain that she was making the right decision. “Stout, Apple Bloom, Mjölna, activate your royal guard protocols… Sideralis, we can talk about the morality of me giving this command later… Chrysalis, summon more of your army and send a distress signal to The Ouroboros, tell him that we are in trouble and need assistance ten minutes ago!”

“Stout?” Sideralis said as he clung to the mare that he was starting to feel strong feelings for.

“What, Sid?” Stout replied.

“You brought up the fact that you might have been manipulated into feeling the way you do that night when we came here and you kissed me… and I brought it up again and I was a jerk about it… I’m sorry… I… have feelings for you… I don’t understand them, but I want to live through this and sort this out…”

“GAH! I can feel the love! Soon, mystical powers will be mine!” Chrysalis shouted.

“Don’t make this weird!” several ponies shouted in unison.

“My priorities have changed!” Chrysalis flew beside Twilight Sparkle, a crazed, maniacal grin upon her face. “These two have to stay alive so they can make sweet, sweet virgin love to one another… phenomenal cosmic powers await—”

“Chrysalis!” Twilight gave her friend a distasteful scowl. “I don’t like how close those airships are getting!”

Even as poor as Sideralis’ vision was, he could see that these airships weren’t platforms with hot air balloons… these were bigger, larger, and somehow scarier. They were trapped in open sky. There was nowhere to run, no cover, no place to hide, there was nothing but a few clouds.

“One is turning broadside!” Apple Bloom shouted as she pointed with her foreleg.

“Twilight, can you teleport with this much mass?” Chrysalis asked.

“Only once… if I’m lucky, and then I’ll be done for until I can get some rest,” Twilight replied, “and it won’t be very far… maybe a hundred yards at the most.”

“Six ships, four cruisers and two destroyers… if you were to get me aboard one of them, I could disable it, but it would take a while. It might be your best option. Better yet, I might be able to seize the ship, take control, and open fire on the others. That might—”

“No, Mjölna, you’re one of my best friends… I’ll not leave you behind on a suicide mission,” Twilight said, shaking her head as she flapped her wings. Twilight, feeling fatigued already, more mental than physical, tried to think as she continued flying towards Cyclops.

There was a thunderous boom and something flaming arced overhead. The whole world filled with fire, heat, and the air was filled with a deafening crackle. Several changeling drones ignited, bursting into flames, their fine gossamer wings disintegrating as they plummeted down towards the earth below.

Sideralis had gone deaf. All he could hear was a long, endless beeeeeeeep! in his ears. Stout’s forelegs wrapped around his head, shielding him and his eyes. He was blind, unable to see anything. He began to worry about what might happen if Twilight Sparkle dropped him.

As the flames and the fire began to clear from the skies around the companions, something shimmered in the distance, almost like heat rising up off hot rocks. The empty sky was filled with a dazzling display of light as the The Ouroboros and the Phoenix Rising dropped their changeling invisibility spells and materialised.

The attacking ships might have been a collection of destroyers and cruisers, but The Ouroboros and the Phoenix Rising were dreadnaughts, each of them were almost a half a mile long and bristling with enough guns to reduce the city of Maredina into an ash pile that could be blown out to sea. The two airships were floating cities themselves, massive crafts that defied description or explanation, they were floating, flying, airborne changeling hives.

The Ouroboros fired, several hundred globs of green goop arcing from its guns. The green goop was acid, stomach acid of all things, fired from modified digesters that had been turned into cannons. The barrage struck the enemy fleet and each blob of acid began to dissolve whatever it was they struck. Metal decks, gasbags, the first volley fired began to digest the enemy fleet.

The Phoenix Rising fired next and several hundred more green globs filled the air. The enemy fleet was pelted with sticky goo that broke down anything it touched. One of the destroyers began listing, its gasbag deflating and smoke rose from the rear of the ship. Two of the cruisers were trying to turn around to flee.

Several more volleys were fired; the disabled destroyer exploded, something in the back end bloomed into a massive fireball. The explosion set a nearby cruiser on fire, igniting the gasbag. Debris and flaming wreckage rained down upon the farmland below, twisted metal falling from the sky like shooting stars.

Sideralis saw none of it, nor heard any of it, still deafened as he was and having his eyes covered. But he felt it. The shockwaves tore through the air, slamming into Twilight and her companions like invisible hooves.

When The Ouroboros and the Phoenix Rising ceased firing, there were no longer any ships flying. The two destroyers and the four cruisers were no more than falling, flaming wreckage.

“Chrysalis, I want the Phoenix Rising to hover over the city of Maredina. I have a feeling that the hospital wing will be needed before this is over. I need you to come with me… I’m going to need you, Chrysalis… I need ponies I can trust.”

“Aw, how sweet, she called me a pony,” Chrysalis replied, batting her eyelashes.

“Send every available drone out. Tell them to avoid fighting and to only act defensively. I want them out helping the injured. Also, make certain that Fluttershy is okay. Have her do what she does best, but have her doing it in a safe place!” Twilight Sparkle stared up at the much taller changeling, her face full of worry and despair.

“Hello Twilight!”

“Captain Spitfire… please, save as many of my ponies as you can!” Twilight said to the brash yellow pegasus.

“Of course, that is what I do. Sorry I was late, I had to fight my way out of the harbour. You know, as bad as this war is, I never thought I would be fighting my own.” Spitfire grinned and looked over at Sideralis. “How’s our prince?”

“He’s… he’s… I dunno how he is, but he is determined to see this through,” Twilight replied.

“Would you expect any less from Princess Luna’s son?” Spitfire raised her eyebrow, stared at Twilight, and then looked over to where Stout was checking Sideralis’ eyes and ears. “You should make him stay behind—”

“Don’t you think I want to? I am going out of my mind worrying about his safety, but Princess Celestia told me to keep him close to me in times of trouble! And I cannot help but feel that somehow she is right about this… I wanted to kill all those pegasi that ambushed us… Sideralis kept them alive… I… Spitfire, I’ve killed so much that I don’t even think about it when it happens, I almost slaughtered a bunch of my own subjects!”

“So… Sideralis is now an external source of sanity and good judgment. Gotcha.” Spitfire nodded her head, causing her flaming orange mane to bob in time with her movements.

“I dunno,” Twilight shrugged, “maybe?”

“Killing them outright would be bad… it will be far better to do it in the name of actual justice. General Thunderclap is aware of the situation and he is returning to Maredina with all haste. This clusterfuck can be salvaged. Do you trust General Thunderclap?”

“Of course I do, what kind of question is that? He was Princess Luna’s right hoof and best friend!” Twilight sucked in a deep breath and tried to calm herself.

“Twilight, just try to keep in mind, Thunderclap is going to respond to this situation as a General and not as a Princess. I have no fucking clue what is going to happen, but he’s a hard motherfucker,” Spitfire said.

“The only pony to make it out of Canterlot alive when it was invaded.” Twilight Sparkle closed her eye and let heave a weary sigh.

“That’s right! And being a hard motherfucker, he’s going to have an absolute monster of a hate boner for anypony that tries to harm you… only way to make a hate boner like that go away is to fuck something over—”

“I know.” Twilight opened her eye. “I need to go and make sure that Mustang and Scootaloo are safe… I have ponies to rescue… Spitfire… good luck… save as many ponies as you can… try to stop as much violence as you can…”

“Aye aye, Commander Sparkle!” Spitfire’s wing snapped out in a salute. “Best of luck to you. I’ll look after Fluttershy and make certain she is safe with my own two eyes.”

“Thank you, Captain Spitfire…”

The Cyclops Science and Research Center looked no different than it usually did. Overhead, The Ouroboros cast a shadow over the massive building. Twilight Sparkle approached the main doors with caution. There were no crowds to greet her, no herds of happy ponies who were excited about work, the train station platform was empty.

Twilight moved with Sideralis held behind her in a shield bubble, Mjölna in front of her, Apple Bloom on her left, and Creamy Stout on her right. Approaching the front entrance, Twilight saw that the doors and the windows had been shuttered, steel plates had been lowered to block the entrance. Twilight could easily just rip the steel plates off, but she wasn’t sure how much of her magic she might need once she was inside.

“Apple Bloom, Mjölna, we need an opening. Make me a door,” Twilight commanded in a calm, soft voice.

Saying nothing, the two mares moved forwards. They reached the steel plates, paused, rose up on their hind legs, and then both of them extended fingers. Using a bit of telekinesis to pull open a corner and an edge, Mjölna dug her fingers into the inch thick steel plate, getting a good grip, and then Apple Bloom did the same down at her end.

Both mares heaved and an electric hum came out of their bodies as servomotors and organic hydraulic systems kicked in to assist them in their efforts to peel away the inch thick plate steel. Rivets popped and the steel shutter let out a squealing sound, as if the metal was in pain. Something creaked. Apple Bloom and Mjölna weren’t even breathing hard, their systems providing perfect respiratory regulation.

With a thud, a ten foot by ten foot square steel shutter was ripped away, revealing glass double doors just behind it. Mjölna retracted her fingers, dropped down on all fours, and opened the glass door.

“In the name of Queen Marigold, you are ordered to stop!” a powerful looking earth pony stallion said to Twilight as she entered the building. “Surrender now and this can still have a peaceful end. Tell your weapons to stand down and we will allow you and Sideralis to both live so that you might repopulate your species. Queen Marigold of the Earth Pony Empire, is merciful and kind. We do not wish to fight you, but we cannot allow you to go any further.”

Twilight looked at the army gathered in the entry alcove. There had to be at least fifty or more earth ponies, several pegasi, and a few unicorns. Much to her annoyance, they were in the way.

“I am Princess Twilight Sparkle… look, I don’t want to fight you, but you are putting me in a very bad position, standing between me and my friends—”

“You will not kill us!” the earth pony shouted. “Massacring us would make others hate you! If you kill us, there is no way other ponies would ever acknowledge you as a princess! You would be seen as a tyrant! Now stand down and surrender!”

“I’ve had enough, Mjölna, Apple Bloom, Stout, cut them down—”

“NO!” Sideralis shouted. “Don’t kill them! That’s an order!” Sideralis tried not to think about how hypocritical it was to take advantage of the royal guard protocols, knowing that none of them could resist his commands. He saw Twilight give him a strange look.

The three mares rose up on their hind legs and began to move forward, forelegs extended. Twilight’s shield extended to surround both her and Sideralis. Mjölna moved ahead, leading the way. Sideralis saw three red bullseyes manifest upon three different earth pony guards, each bullseye locking on to their heads. The alicorn stallion winced, fearful that he was about to see three ponies’ heads explode.

Much to his surprise and also to his horror, the bullseyes moved, and reappeared upon three different earth ponies’ knees. All three mares fired at once, releasing telekinetic pulse blasts in unison. The pulse blasts bored holes through the legs of the three earth ponies, the friction of the blasts immediately cauterising the wounds as the telekinetic bolts passed through flesh. The air filled with the stench of burning hair, meat, and screams. A lot of ponies all started screaming at once as the red bullseyes all sought out new targets.

Sideralis watched, his mouth open, as Mjölna, Apple Bloom, and Stout moved through the crowd, cutting down ponies with perfect mechanical precision. Not a single shot missed or went wide. Each shot crippled, boring a neat bloodless hole right through the front knee of the target. In what felt like seconds a dozen earth ponies were already downed, clutching their legs, screaming in agony, and the air began to fill with smoke.

Whimpering, tears filling his eyes, Sideralis realised that each of these crippling shots to the knee could have been headshots, perfect headshots, and in that moment, he understood just how dangerous Stout and others like her could be.

But they could also be merciful. Out of the dozens of ponies already downed, not a one of them was dead, or even appeared to be in danger of dying. There was no blood to be spotted anywhere. The three mares walked bipedal into the mob, their telekinesis projectors making pew pew pew! sounds as they mowed down all opposition.

One of the unicorns made a mad dash to reach the doors in the back of the room. Apple Bloom lifted her foreleg and a little red bullseye appeared on the unicorn mare’s hind leg, right on her hock. Apple Bloom fired once and a hole the size of a golden bit appeared in the mare’s leg. She fell to the ground, howling in agony, while clutching her hind leg to her barrel with her forelegs.

One of the surviving unicorns shouted, “Summon our backup!” He lept over the desk were the receptionist usually welcomed visitors and took cover.

The earth pony guards and the pegasi were almost done for. Stout, Mjölna, and Apple Bloom were finishing off the last few guards when the rear doors opened. A unicorn and a bulky earth pony emerged.

Sideralis squirmed; the earth pony stallion was too bulky… too much like Stout and the others. He knew right away by looking at it that he was looking at another cybernetic equine. He became afraid; Stout and the others were in real danger now.

Screaming, grunting, panicked ponies clutching their crippled limbs tried to crawl away as the massive earth pony stallion entered the room. Mjölna, Stout, and Apple Bloom all stared at the massive stallion. His skin bulged with synthetic muscles.

“Unit 47, dispose of enemy hardware and then kill both Twilight and Sideralis. We offered the alicorn tribe a chance to live and they rejected it,” the unicorn said.

The earth pony stallion shuddered. “No… no, I will not kill… her.”

“UNIT 47, DO AS YOU ARE COMMANDED!”

“No.”

With a scream, the earth pony stallion dropped to the floor and began to writhe. He kicked and thrashed, his legs causing the stone tiles on the floor to crack. The whole room shuddered as he spasmed. The scream ceased to be an organic scream and turned into a squeal of feedback, like two microphones being held too close together.

“What have you done?!” Twilight shouted. “Stop whatever spell that unicorn is casting!”

“Cease your spellcasting and comply!” Mjölna commanded.

The unicorn responded by firing off several powerful telekinetic blasts that connected with nothing. Apple Bloom, Mjölna, and Stout all moved with a swiftness that defied their weight and bulk. Stout cartwheeled away, Mjölna did a backflip and then somersaulted to safety, while Apple Bloom lept into the air and landed almost fifteen feet away.

The fallen cybernetic stallion was letting out a purely mechanical screech now, his mouth frozen open and his whole body twitching. Sideralis could not bear to look and he wished that he couldn’t hear. This was his worst fear; inhibitors being used to hurt somepony.

The unicorn tried shooting Apple Bloom, but the mare darted away, dodging and weaving as she moved out of the way of the blasts. While Apple Bloom was moving away, Mjölna took advantage of the distraction and got closer. She lifted her left foreleg and pointed it at the unicorn mare.

“You had a chance to comply and did not. Your life is forfeit. I must now end your spellcasting to save the life of another!” A plume of pink and blue flames shot forth from Mjölna’s left foreleg and consumed the unicorn.

The unicorn, now covered from horn to hoof with fire, fell to the floor and flailed around, trying to scream but only filling his lungs with superheated air. The unicorn who had taken cover behind the desk took this opportunity to take a shot at Stout.

Stout dodged the telekinetic blast with ease, sidestepping it, and as she moved, she lifted the desk with one telekinetic projector while firing a shot with the other. She burned a neat hole through the unicorn’s foreleg and then, for good measure, dropped the heavy desk back down on top of the squealing, miserable wretch.

With a rattling gurgle, the flaming unicorn died, but the stallion did not stop screaming. Twilight Sparkle rushed forwards, still shielded, and went as close as she dared to the stallion’s side.

After looking at him for a moment, Twilight Sparkle shook her head. “I don’t know you… I’m supposed to know everypony that has taken part in the Rainbow Revival project…” She stared down at the stallion in the throes of a mechanical seizure, not certain how to help him.

“Reset, hard reset,” Twilight said in a hesitant voice, already knowing that it wouldn’t work. She had no command over this poor creature. He had been made without her knowledge, without her failsafes, he was beyond her help.

Sideralis, overcome with emotion, began weeping. He looked around the room, the sounds of equine misery echoing in his ears. Ponies were crying, sobbing, some of them even wailing in agony as they clutched their crippled limbs. There was a flaming corpse nearby that was filling the room with horrible smelling smoke.

“Wake up,” Sideralis begged, “please snap out of it!”

Much to everypony’s surprise, the stallion responded to Sideralis’ command. He fell silent and then went limp. He lay on the floor, unmoving, his eyes wide, and was now unresponsive.

“We need to get to Mustang,” Twilight said.

“Bring him with us.” Sideralis’ raspy voice cut through the sounds of misery like a knife.

“What?” Twilight asked.

“He needs help… we can’t leave him here like this… what if somepony else comes along and reactivates him and he tries to resist?” Sideralis sniffled and with a great deal of effort, he managed to wipe his nose. “He is one of my ponies now… please, somepony carry him.”

“As you command,” Mjölna replied, bowing her head. She extended one foreleg, fired up her telekinesis projector, and lifted the unresponsive cybernetic stallion from the floor.

Twilight, who stood there, trying to take all of this in, was glad that she had brought Sideralis. For whatever mysterious reason, he had regained control of the strange stallion and now he was showing remarkable signs of good leadership.

“We need to move… these ponies will be fine… all of them will live, I have checked them,” Stout said to Twilight.

Twilight nodded and then her gaze fell down upon the blackened corpse on the floor that still flickered with flames. “Some ponies you can’t save… Sideralis, I’m sorry, but the sooner you learn this the better.”

Sideralis, thinking of how Twilight had killed her own best friend, Rarity, nodded.

Author's Note

More is coming soon, but probably not today. I'm pooped.

Chapter 24

Breathing a sigh of relief, Sideralis saw Queen Chrysalis. Beside her was another tall changeling queen, or what appeared to be one. This changeling queen had a strange mane and tail that was the odd gossamer of changelings in shades of brown and yellow, which stood out in sharp contrast to Chrysalis’ bright greenish blue.

“Queen Acherontia!” Twilight’s surprise gave her voice volume as she strode forwards. “You’re alive… I heard some worrisome reports!”

“Oh, my illusion suffered a most ignoble death,” Queen Acherontia replied, her voice dripping with sarcasm. The changeling queen stared at Twilight Sparkle and then at Sideralis. She blinked a few times, looking thoughtful, and then looked at Twilight once more. “Twilight… I know that you and I haven’t always gotten along. We have a very different approach to things. I know that you are very suspicious of me…”

The changeling queen became silent. Sideralis’ mouth was dry. He was thirsty and his hearing was still funny. He became aware of the tension in the room. He looked around at the changelings, he glanced at Stout, then at both Mjölna and Apple Bloom. The strange stallion they carried was quiet and still.

“To be quite honest, I haven’t trusted too many ponies… and the events of today are the reason why… but you, Twilight, I must say, you can be trusted. You still have my aid, nothing has changed. I will continue to help you.” Queen Acherontia bowed her head for a moment and then looked Twilight in the eye. “I understand that I am not the nicest changeling in the world. Given the recent developments, I would like to offer my apologies and reaffirm my dedication… and not just for the sake of revenge upon my daughter for what she did… but because it is the right thing to do.”

“Thank you, Queen Acherontia,” Twilight replied.

“At some point, I developed affection for you… when I heard that you were being removed from power, when I heard that they were going to exile you or kill you, I was quite worried… more than worried actually… I became physically ill from the news… I have never really had a friend before… we changelings are… we are…”

“Backstabby,” Chrysalis said, finishing Acherontia’s words for her.

“When I realised that I would miss you and our talks, I knew that I had to help you.” Queen Acherontia squirmed and looked uncomfortable.

“Twilight, Doctor Gizmo is safe and secure, Acherontia and her forces slipped in unnoticed here earlier this morning and liberated him from his captors. Unfortunately, Doctor Blaven was murdered. They demanded that Gizmo help them… he refused. They tortured Blaven to change Gizmo’s mind, Gizmo still refused, and Blaven was killed.” Chrysalis looked disgusted and angry for a moment, and then her face became impassive and emotionless once more.

“The hospital and medical research wing is under guard. There is a whole army between us and your friends Twilight… they know that you are here, no doubt… so there is only one thing to do.” Queen Acherontia became Twilight Sparkle.

Behind her, a few of her drones became duplicates of Stout, Apple Bloom, Mjölna, and Sideralis. The changeling queen, who now looked like Twilight Sparkle, grinned and stared at the real Twilight Sparkle as she lifted the Sideralis lookalike in a telekinesis bubble.

“We will engage the enemy, bloody them, and then we will appear to be losing. I will retreat with the hopes that they will follow me… I shall make myself look injured and helpless… capturing you will give them the legitimacy they crave,” Acherontia said.

“Wait, how many ponies in that army?” Twilight asked.

“Hundreds,” Chrysalis replied.

Frowning, Twilight Sparkle looked grim. She looked at Acherontia and a sad expression overcame her face. “Good luck… please, do your best to get away. I would like a chance for us to become actual friends.”

“I have no intention of being caught.” Acherontia raised a wing and waved goodbye.

And then, she was gone, leading her chosen companions away. Sideralis watched her go and he felt himself grow teary eyed. Too much had happened today. He had seen too much violence. Sideralis hoped that the changeling queen would make her escape and that he would meet her again; he wanted to thank her.

The hallway in which the companions stood had seen quite a battle. Blood was pooled over the floor and the walls were splattered with bright crimson. Acherontia had done more than get their attention, she had made herself impossible to ignore. As bloody as the hallway was, there were no bodies, which meant that the ponies had survived the engagement or the dead had been carted off already.

Sideralis clung to his hope that nopony had died.

As Twilight and the others made their way down the hall, Sideralis could see cracks, the walls had been damaged, and in some places, chunks of stone the size of his own head had been gouged out of the walls. The only sound was that of heavy hooves clopping on the floor and the sounds of liquid dripping.

There was a loud explosion and the entire building shook. Sideralis whimpered, fearful, and then it happened again. A deep resonant boom filled the air and everything around Sideralis trembled.

“The Ouroboros has opened fire on something,” Twilight said as she walked.

“Why didn’t Chrysalis join us?” Sideralis asked, not wanting to think about what might be happening outside. He needed some kind of distraction, he was beside himself with fear and he felt like throwing up.

“She’s off creating another distraction and then she’s going to join us in the hospital… she’ll be coming in through the personnel entrance,” Twilight replied.

“Is Ouroboros okay? I mean, he can be hurt, can’t he? He’s a changeling… I’m worried about him.” Sideralis let out a worried sigh and tried not to think about how useless he was. There was nothing he could do, he was dead weight, and the most dreadful thoughts kept entering into his mind.

“He’s been busted up a few times… he’s tough. Don’t worry, Sideralis, if he is hurt, he’ll heal up with time and love,” Mjölna said as she moved beside Twilight.

“Ponies up ahead,” Apple Bloom said as she came to a stop.

Twilight came to a stop as well, standing in a puddle of pooled blood. Twilight, who looked weary, shook her head. “I’m starting to feel fatigued. How are the rest of you?”

“Running low,” Mjölna reported.

“At about the halfway point,” Stout replied.

Apple Bloom turned and frowned. “A little over half.”

“Let’s try the access tunnels and see how we do,” Twilight said after a moment of thinking. “It’s a tight confined space… I think we’ll have an advantage down there if we run into trouble. We can bottleneck our enemies and take them on a few at a time.”

Another loud explosion rocked the building, causing it to shake. Sideralis cried out, terrified, his eyes were wide with panic now and his breathing was heavy. He was not dealing well with his fear, his pelt was foamy with white lathery sweat.

Mjölna leaned over and gave Twilight Sparkle a nudge with her body. “You know Twilight, I wish we had brought along some spine batons...”

Scowling, Twilight Sparkle stared at the heavy vault door in front of her. She stood stiff legged, her surviving eye wide with disbelief. “This should not be here… the access tunnels have been changed.”

Stout looked at the strange stallion for a moment and then at Twilight. “He had to have been made someplace. Looks like somepony has been keeping secrets from you, Twilight.”

Furious, the sting of betrayal almost becoming too much to bear, Twilight stared at the door. It was too thick to just have Mjölna, Stout, and Apple Bloom tear open. She wasn’t certain she could use her magic to open it either. Which left only one option. Turning back.

“What if Mustang is behind the door?” Sideralis asked.

“I really hope not,” Twilight replied, her voice almost a pained whine. Using her shield to block the damage from the exploding shell had taken far more out of her than she thought. Hard fatigue was starting to set in. She had flown with almost two thousand pounds of pony held in her telekinesis, had her shield spell thumped, and was now carrying Sideralis as well as keeping him shielded.

“Twilight, what do we do?” Apple Bloom asked, “I don’t wanna have to kill nopony unless I have to… I already feel real bad about what I’ve done today.”

“I’m sorry, Apple Bloom… today is just turning out to be one of those days.” Twilight looked at the mare beside her, remembering fond times of when Apple Bloom was still a filly. She remembered Applejack… she remembered happy times at Sweet Apple Acres. Twilight felt a crushing weight settle down upon her shoulders. “Apple Bloom, how about you carry that stallion for Mjölna so she doesn’t burn up all of her power reserves… can you do that?”

“Yes I can,” Apple Bloom replied.

“Twilight, I am concerned about Sideralis. His mental state is rapidly deteriorating.” Stout focused her orange eye upon the blue alicorn in question.

“I’m okay.” Sideralis sniffled a bit and then tried to smile.

“Mjölna, I have a plan, but Sideralis isn’t going to like it…”

The group pressed forwards down the main corridor, moving with swift, well practiced ease as they made their way ahead in silence. Stout, Mjölna, and Apple Bloom’s hooves made no sound as they trotted, and neither did Twilight Sparkle’s. Mjölna had taken the lead now that she wasn’t walking on three legs to carry the still comatose stallion.

Ahead was the hospital wing; Twilight’s plan was one of brutal simplicity. Full frontal assault, a literal blitzkrieg in the language of the Germanes. A blindfold had been tied around Sideralis’ eyes to spare him the sight and to keep him from spooking in his agitated state.

Moving into the small atrium, Twilight saw that about a hundred or so ponies had been left to guard the door, almost all of them earth ponies. Twilight reacted as she heard the cry of the command to kill her, and she moved with swift assurance. Using her telekinesis, she ripped open the auto sprinkler system that made it rain indoors so that the trees and the greenery in the atrium could be watered every day.

The atrium began to flood, the floor filling up with water. Ponies cried out in surprise as the drenching torrent soaked them. Twilight unfurled her wings, took to the air, lifted Apple Bloom off the floor, and then a horrid lopsided smile played out over her scarred muzzle.

Mjölna and Stout both released their discharge generators as they stood in the middle of the flood, having just tapped into the electrical system while they were downstairs in the access tunnels.

The water became electric. Twilight’s blitzkrieg worked out even better than expected. Standing in the water, ponies stiffened, then convulsed. Skin began to peel and blister. Manes and tails ignited. Ears and other tender bits sizzled. Eyes bulged as teeth ground together. Several eyes popped from their sockets and exploded. Acrid smoke filled the atrium as Mjölna and Stout cooked the opposition, boiling them with extreme electric current that was conducted through the water.

And then, as suddenly as it had begun, it was over. Mjölna and Stout turned off their discharge generators. Bodies writhed in the shallow water. Stout began to look around, scanning the fallen ponies, her face pinched with concern.

Letting out a sigh, she shook her head. She stared at a unicorn whose horn had popped off of his head. “There are survivors, but I doubt that they will live… most will die in just a few minutes. I do not have the means to assist them.”

“We have other priorities,” Twilight said as she flew over the atrium floor and headed for the hospital wing doors. “Be ready, we don’t know what we’ll face in here!”

As Twilight threw open the doors, she was greeted by a chaotic sight. There was a fight in the entryway. The dead body of a nurse lay in a pool of blood just in front of the doors. A pegasus battled with two earth pony mares, both nurses. There was a unicorn and he appeared to be strangling a doctor in a white labcoat, using his telekinesis to squeeze the doctor’s throat.

And just behind the unicorn there was Scootaloo, who lurched forwards, her leg braces clanking, determined to do something, anything to help. While Scootaloo was airborne, the unicorn bucked out his hind legs, catching Scootaloo in the chest and her left front leg. The pegasus mare was flung backwards with a pained cry.

Twilight screamed and made ready to respond, but she was too slow. Mjölna raised her foreleg and fired her rivet gun while Stout fired off a telekinetic pulse. The rivet gun made three rapid fire shots and the unicorn’s head burst like an overripe melon dropped from a ten story roof. An eye, bits of skull, and pink chunks flew outwards in parabolic arcs. Stout’s telekinetic blasts caught the pegasus, striking him in the head, disintegrating everything from the neck up.

Then, it was over.

Stout rushed forwards, moving to Scootaloo’s side. Blood was pooling around the orange pegasus’ body. The brace had been shattered and a stub of bone protruded from the left front leg, which was twisted at an odd angle.

The doctor, coughing, fell to the floor and kicked, trying to breathe again. Mjölna moved forwards and stood over him, scanning, looking around, trying to determine if there was any danger left.

“Scoots has a severed artery I think, she’s losing blood fast!” Stout reported as she lifted the pegasus mare in a bright orange field of levitation. Stout’s ears swiveled forwards when Scootaloo let out a gasp. “She’s stopped breathing!”

The earth pony went off on three legs, heading for a room where she could work on Scootaloo. Several nurses emerged from hiding and followed her. Hacking, coughing, the doctor rose to his hooves, his eyes bloodshot, and he staggered off in the direction that Stout had gone with Scootaloo.

“GO FIND MY SISTER!” Stout shouted.

Author's Note

Be patient... more will come... I promise.

Chapter 25

”Sideralis, you have to understand something about Scootaloo… she has to be one of the kindest ponies you will ever meet… just like Fluttershy.” As Twilight Sparkle spoke, she walked down the hallway, passing open doors after looking into them. “Unlike Fluttershy, Scootaloo is a scrapper. It doesn’t matter that she’s crippled… she’s been disabled her whole life and that’s never stopped her before, it certainly doesn’t stop her now. She fights to stay upon her hooves and she does everything she can to bring comfort to the patients here.”

Moving on the other side of the hall, Mjölna scanned open doorways and opened doors that were shut.

“Still, I can’t believe that Scootaloo would attack another pony in her condition. She gives too much of her own self.” Twilight Sparkle heaved a sigh, thankful that the violence seemed to be over. “Just like Fluttershy.”

“Twilight!”

Halting, Twilight Sparkle turned and looked towards Mjölna, who was standing in front of an observation access room. Twilight’s lip curled back from her teeth, making her look feral and dangerous. Sideralis watched everything in silence, still held aloft in Twilight’s telekinesis.

As they moved through the observation room, Sideralis could see another room beyond, visible through a sheet of glass. The observation area was dark, covered in clipboards, and papers were scattered all over the floor.

And then, in the room beyond, Sideralis saw her. A dingy red mare, her pelt the dark colour of rust, her soft electric blue mane, and the cotton candy pink stripe. She stood still, unmoving, her one eye was open, unblinking. Sideralis feared they were too late. Something was sticking up out of the back of her neck, he couldn’t make out what it was.

“Mustang!” Twilight shoved her way past Mjölna, who was still carrying the strange stallion, and barreled through the doorway. “Hang on! We’re here to help you!”

Twilight, now standing at Mustang’s side, stood there, baffled, unable to say or do anything. Mustang was frozen. Her eye remained unblinking. She didn’t even appear to be breathing. Twilight prodded the mare, shaking her head, her lips moving as she said unheard words.

Taking a step backwards, Twilight let out a pained cry and then said, “Mustang, what did they do to you?” Twilight reached out with a field of telekinesis and yanked out the strange object sticking out of Mustang’s neck. She held it up to her eyes and looked at it.

“This… this looks like the weird crystals we found inside of the head of those infected monsters… the dragons… no… how can this be?” Twilight looked at Mustang, who still did not move. “Mustang, assessment!”

The frozen mare did not move.

“Sideralis… do that thing you did!” Twilight commanded.

Letting out a little cough, Sideralis looked at Mustang, not even knowing what to do, he had no idea how he had done what he had done last time. He cleared his throat, took a deep breath, and then said, “Mustang, please, wake up!”

The effect was immediate. Mustang blinked, then shuddered, then collapsed to the floor in the way that only a five hundred pound piece of living machinery could. The impact of her body cracked the tiles and made the whole room shudder.

Sideralis was mystified.

“Stout, report!” Twilight said as she burst into the room. Twilight looked around, several ponies were present in the emergency room. There was a group of doctors and nurses around Scootaloo, hard at work.

Twilight Sparkle stepped aside as Mustang was hauled into the emergency room by Queen Chrysalis, who had arrived and come in through the back entrance. Mjölna placed the unknown stallion upon a reinforced examination table and then backed away.

“Scootaloo has lost a lot of blood, her scapula and several ribs are broken. The bones are so brittle… they just shattered. Fragments tore through her lung and maybe into her heart. We don’t know yet.” Stout hung her head after she spoke.

Twilight ground her teeth together as her surviving eye became shiny with tears.

“We have no blood, no supplies! Early this morning, when the hospital was taken over, they took all the blood in the bank saying that it might be needed later,” a nurse said in a panicked voice.

“Alicorns might be universal donors!” Chrysalis shouted as she pointed at Sideralis. “You equines have eight blood types and I bet that Sideralis is compatible with all of them!”

“But we don’t know that!” a doctor replied.

“So, do a test for compatible blood types… look, I’m willing to stake my reputation that Sideralis will be a universal donor… just check!” Chrysalis snapped.

“Even if he is a good match, we need at least ten to fifteen litres of blood,” the nurse said. “Scootaloo keeps losing blood, we have her leg stabilised but she is hemorrhaging on the inside.”

“You little ponies have about twenty litres of blood, I’m betting that Sideralis has thirty or more… he’s an alicorn and he’s tough… I’m betting that you could bleed him considerably and he’d survive it.” Chrysalis turned and looked at Sideralis. “Feel like saving a life?”

Sideralis gave a weak nod.

“Get him in a bed and start drawing blood… we’ll run some tests… Stout, look after Sideralis and let’s get this process going! Get moving, we have a pegasus to save, ponies!” Chrysalis stomped her hoof upon the tile floor. “I need to get prepped for surgery! Excuse me!”

Looking up, Sideralis could see Stout looking down at him, her face solemn. When she held up the rather large looking needle, he cringed, feeling afraid for a moment, but then remembered that his fear of needles wasn’t even a real fear, was it? It was part of a collection of false memories, things that made him who he was in the Unity Web.

“Try not to be scared,” Stout said in a reassuring voice. She lowered her head, got close, and planted a soft, quick kiss on Sideralis’ nose. “Okay, big stick… no, no… no, don’t squirm… there we go, see, that wasn’t so bad… just a big needle right into the jugular vein.”

Sideralis allowed his head to sink down into the pillow. He didn’t want to think about the enormous needle jammed into his neck. He stared up at Stout and the ceiling tiles above her. Somewhere a machine beeped. His ears were still ringing a bit from earlier; the explosions had had been quite loud and all of today so far had been torture on his ears. He felt dizzy and lightheaded.

“You asked me what Princess Luna promised me,” Stout whispered as she continued to collect blood from Sideralis’ neck. “Do you want to know?”

“Yes,” Sideralis replied, the terror of the day finally settling into his mind. He felt a rising sense of panic and it was only Stout’s close presence that kept from a complete freak out. He felt her stroking him; it was comforting and made the situation a little more bearable.

“Princess Luna promised me that the pony that I fell in love with would help me save lives… and that he would be the pony that I would want to spend the rest of my life with.” Stout swapped out blood collection bags and then gave Sideralis a little nuzzle. “Right now, you are helping me save the life of a dear friend… thank you.”

“You’re welcome…” Sideralis didn’t know how to respond.

“I might be a machine made for war, but I am a nurse first and foremost. I can do what needs to be done in a fight, but I would rather save lives… I volunteered to be a test subject so that lives could be saved, not ended.” Stout took a deep breath. “Something tells me that Scootaloo is going to live because of you… and when this is all done and over, I’m going to make sure that I give you some kind of big special thank you.”

“I feel dizzy, Stout… and weak,” Sideralis said.

“I know… I’m sorry… I’m taking a lot more from you than I should, but I think you’ll be fine… just close your eyes… stay calm, and try to stay still.” Stout swapped out the blood bags again and then blinked away tears. She was taking far too much and she knew it.

“I feel cold, Stout… real cold.”

“I’ll get you a nice warm blanket in a moment,” Stout promised, “just as soon as I’m done. I’ll get it out of the blanket warmer so it will be extra snuggly.” Stout looked down at the jugular extraction and watched as enormous gushes of blood filled the blood bag, each gush flowing in time with Sideralis’ heart beating. The blood flow was starting to slow down.

“I’m scared Stout… I can’t feel my legs or my wings… I feel so heavy…”

Beneath her, Sideralis went limp and fell silent. Stout blinked away tears and continued with her gruesome and dangerous task of getting as much blood as possible.

Clouds. The world was made of clouds. The sun was shining from somewhere, the sky was filled with light, but there was no sun to be seen. Sitting not far away was a familiar sky blue filly with a rainbow coloured mane and tail.

Sideralis made a realisation; he knew who the filly was now.

“Rainbow Dash?” Sideralis crept forward on the cloud, approaching the edge where the filly sat. There was a vast gulf of blue sky, and beyond, far beyond, there was a city made of clouds. On the other side of the vast expanse of blue, two ponies sat waiting, waiting for Rainbow Dash to cross over.

“Yeah?” the filly, sniffling, turned her head and looked up at Sideralis.

The realisation was crushing—Rainbow wanted to cross over to the city made of clouds—but could not because her body was being kept alive inside of a changeling pod. Sideralis sat down beside her and stared at the two ponies across the way.

“Rainbow Dash… you can’t cross over,” Sideralis said to he filly, “there are ponies working to heal you… you’re very sick… Twilight wants to revive you.”

“Twilight?” Rainbow Dash blinked a few times and leaned over onto Sideralis.

“There is a war of sorts going on… Twilight needs you—”

“Twilight is in trouble?” Rainbow Dash sucked in a deep breath and then began to squirm. “How do I help her?”

“I don’t think that you can right now, you’re kinda stuck… but I think you can be healed. I don’t know very much, I’m sorry,” Sideralis replied.

“Twilight needs me!” Rainbow Dash looked at the two ponies across the way and then she stared down at her own forehooves. “Sorry Mom, sorry Dad, you’re going to have to wait a little longer, Twilight needs me.”

“Twilight loves you,” Sideralis said.

“Of course she does, I’m her very bestest friend.” Rainbow Dash looked up and gave Sideralis a sad smile. “Twilight needs me.”

“No, Rainbow, she loves you… she thinks that you are her soulmate, which is why she is working so hard to revive you.” Sideralis wrapped his wing around the small pegasus filly beside him and held her close.

“What?” Rainbow Dash asked in a stunned voice.

“She loves you.” Sideralis began to feel awkward.

“Twilight… you egghead!” Rainbow Dash shouted, her voice echoing in a strange way off of the clouds. The pegasus filly facehoofed, making a hollow sounding conk when her hoof connected with her forehead.

“I take it that you don’t love Twilight in that way?” Sideralis asked.

“No! Are you kidding? Dick is awesome! I like dick… I mean, I really like dick! I like dicking. I like sitting on dicks. I like it when dicks are shoved into me. Twilight is dickless… how could she mess this up?” Rainbow Dash let out a whimper and began to shake her head. “She’ll be crushed… she’ll be so embarrassed! You can’t tell her if you see her!”

Sideralis began to feel very, very awkward.

“I miss dicking… I’ve been in this place so long…”

Even though he knew that Rainbow Dash wasn’t a filly, it was still very awkward to hear a filly talking about dicks. Sideralis took a deep breath and part of him began to wonder what his mother might have to deal with in dreams. Probably lots of dicks.

“I like pegasus dicks… earth pony dicks scare me,” Rainbow Dash said in a low voice.

“There’s a difference?” Sideralis asked.

“Well, duh, of course there is a difference. Pegasi have to be streamlined to fly through the air… so they have small junk. Earth ponies have enormous dicks… I don’t know why. Never been with a unicorn, so I don’t know anything about unicorn dicks.” Rainbow Dash paused. “I couldn’t imagine making a rainboom with a set of testicles hanging between my legs… slapping around in the slipstream… ouch. It’s bad enough when my teats get windburned.”

This was not a conversation that Sideralis wanted to have.

“Out of all of us, only Twilight and Fluttershy were virgins. The rest of us had social lives and we got laid regularly. But we couldn’t talk about it around Twilight and Fluttershy. I tried talking to Fluttershy about dick once and she fainted. She was out for hours.”

The things that his mother must endure—Sideralis chewed on his lip, he was determined to stick this dream out. Rainbow Dash needed him. Right now, she was animated and alive, not sobbing and depressed. She sounded happy, hopeful, she seemed better than she was the first time he had met her.

“I feel really bad for Twilight… I could never feel the same way about hoochie coochie as I do about dick. I mean, when you see a big throbbing hard on, it makes you feel good. It lets you know that you’re desireable… it’s like right there and you know the stallion is interested in you. But you look at a mare’s spunk dungeon… how are you supposed to know what a mare is feeling or if she is happy to see you? I mean… they’re just piss flaps… just a big ol’ plate of crotch cobbler… that was always more of Applejack and Rarity’s sort of thing.” Rainbow Dash fell silent for a moment and then shuddered. “I don’t know if they ever gobbled each other’s fuck folds, I think they might have… they did sleep in a bed together during one of Twilight’s sleepovers and then anytime we were off on an adventure together, they always called dibs on each other when a bed had to be shared. I dunno.” Rainbow Dash shrugged.

Sideralis sat in stunned silence.

“Poor Twilight… she needs me… and when I wake up, I’m gonna hurt her.” Rainbow Dash heaved a heartbroken sigh. “I wonder if I could fake it. Probably not. What do I do?”

“How should I know?” Sideralis asked.

“Well, you shouldn’t go into a pony’s dreams unless you’re there to help them with their problems,” Rainbow Dash replied.

“I have no control over what happens or where I go.” Sideralis wished his mother was here. He had questions. Rainbow Dash needed help. Sideralis realised that he was a poor substitute for his mother, Princess Luna. He was useless. He had been useless all day.

“This is gonna suck when I wake up.” Rainbow Dash kicked at a protruding bit of cloud fluff with her right front hoof. “I’ll stick it out though, Twilight needs me.”

Hating himself, Sideralis’ curiousity got the better of him. “So… what is so wrong with earth pony dicks?” His head jerked skywards and he looked up at the blue overhead, he could not risk looking down at Rainbow Dash.

“Well…” Rainbow Dash replied, “earth pony dicks are just too big… pegasi are little… we’re skinny and everything about us is small… including our foal holes… now, there is a bit of wisdom among the pegasi that if you get stretched out down there, and you fly fast, you’ll start flapping around like a weather windsock… when I rainboom, I don’t want my cunny curtains flapping out behind me like an advertisement banner saying ‘go eat at Pony Joe’s’ or something. As it is, the wind already tugs on what I have something fierce… which is why I’m never having foals. I gotta stay trim down there so I can be the world’s fastest flier.”

“That makes sense.” Sideralis nodded his head, swallowed, and felt a deep pang of regret for letting his curiousity get the better of him.

“So… have you walked into a pony’s wet dream yet?” Rainbow Dash asked.

What? Sideralis felt panic deep inside. He wanted no part of those. Nope. He shuddered at the very thought. He looked down at the filly beside him with a horrified expression upon his face. How many wet dreams did his mother walk through?

He had experienced several wet dreams when he was in the Unity Web… a dream generated by his mother. Sideralis almost barfed off of the edge of the cloud. He felt queasy.

“Since you appeared in my dream a while back, I’ve been dreaming more. I think part of me has woken up. Now that I know that Twilight needs me, I’m okay with all of this. Mom and Dad will just have to wait. I can’t cross over when somepony needs me… so, uh, thanks for helping me I guess. If Princess Luna ever tries to grade you for this, I’ll put in a good word. I had a really good dream this one time about Soarin’, and I just know that Princess Luna had to be behind that one… it was so good… I’m starting to remember more of my life. I think you woke up part of my mind. I want to live again… I want to be dicked again!”

Author's Note

Yes, Sideralis will eventually stumble into various wet dreams of other ponies.

This is a horror story after all.

Chapter 26

Voices. The room around him was filled with the sounds of low voices. Sideralis had been dreaming, but the details were fuzzy. He was cold and his body felt heavy. The lights were dim. Something deep inside of Sideralis’ ear vibrated from a long steady beep sound. He was covered in blankets and the bed below him was warm, yet somehow his body still felt cold.

“—look, Twilight, there are no bones left to repair… we can’t fix what is wrong with Scootaloo. The bones shattered completely, they’re gone. I had to pull the fragments out myself. But we have the means to fix her if we—”

The dreams were distressing. Sideralis had been in the dream of some unknown mare. She had been cooking in the kitchen. She had been fixing dinner in front of the stove. She had just taken a pot full of noodles off of the burner and had drained it in the sink. She had turned back towards the stove, then she had stepped on a greasy spot on the linoleum floor. She had fallen face down upon the glowing cherry red burner of the stove. Her howls had filled the kitchen and her face had stuck to the burner. There had been so much pain and Sideralis had felt it all, trapped inside of her body with her.

“—Chrysalis, we know what happens if you start the bone modification process on a pegasus… they’re not strong enough—”

“Twilight, with Sideralis’ blood in her body, Scootaloo was regenerating her wounds at an accelerated rate. The wound where the bone punctured the skin during the compound fracture has already closed over. She is stronger now than she has been in years. Her lungs are repairing themselves, her heart no longer seems as weak as it had been when ravaged by parasites… Twilight, within hours of having Sideralis’ blood she was no longer anemic… I don’t know how long this will last… I need bone marrow from Sideralis… if I can graft it into Scootaloo, I suspect that it will change her physiology—”

Another dream, a mother and her foal. The sky, sunny, bright, had a dark shadow in the distance, a lurking shadow. But every time the lurking shadow came close, Twilight Sparkle would appear and the shadow would retreat. Gratitude… the mare was filled with gratitude. Her foal was alive and protected. Sideralis, laying in bed, had a confusing jumble of images fill his mind.

“This is all speculation and hunches… but then again, Rainbow Revival was built on speculation and hunches… I want to look at and study Scootaloo myself… afterwards, if I like what I see, you may go ahead, but only if Sideralis consents.”

“Twilight, Scootaloo has not been in better health for years… she is already awake and talking after the surgery. She keeps trying to get out of bed.”

“What?”

“I’m telling you, she’s been touched by an alicorn’s natural good health and regeneration… Twilight, we might even be able to accelerate your own growth and transition into a bigger, better, and stronger alicorn—”

“What?”

“Twilight, Princess Luna gave us part of her own body to heal the damage done by this war… while Sideralis might one day be a powerful weapon against what we fight, right now, he’s the key to restoring all of the harm done… let me work with him… please, let me heal your subjects. Since touching minds with you, I’ve been overcome with this painful, incessant need to do good… let me do this!”

“We’ll talk more later.”

Slipping off into slumber, Sideralis returned to the dark depths of dreams...

“Sid?” Sideralis felt himself being shook. “Wake up, Sid… wake up sleepy head, I have some orange juice for you… hey, wake up, you silly pony.”

Yawning, Sideralis opened his eyes. He felt tired, weak, his body still felt heavy. He looked into Stout’s orange eye. He smelled food. He felt his stomach gurgle. He had been dreaming and he recalled some kind of conversation between Twilight and Chrysalis. His mind, sluggish as it was, began to think about all the things he was worried about.

“Scootaloo?” he asked, his voice dry and parched sounding.

“Up in bed, chatting at Apple Bloom. She’s better than she’s been in years.”

“Mustang?” Sideralis tried to move his hind legs beneath the blanket. They felt heavy and far, far away. It took effort to do anything.

“I’m right here,” a voice replied, “thank you—”

“Sid, we’ll talk in a bit and I’ll explain stuff, but you need to drink some orange juice and eat a bit. Can you do that?” Stout asked.

Before Sideralis could reply, a straw was stuffed into his lips. He drank, slurping on the straw, and his mouth was filled with odd tasting orange juice. His eyes widened, but before he could react, he saw Stout giving him a look.

“You swallow that, or there will be trouble… there’s medicine in there, it will make you feel better. Yes, it tastes awful, that’s why we put it in orange juice.”

“Tastes like rancid bananas mixed with vinegar barbeque sauce. It’s just nasty!”

“Mustang, please, do not make him laugh while he is drinking his medicine, please?”

“I wasn’t trying to make him laugh, I was just being honest, honest!”

Sideralis somehow managed to keep drinking the foul stuff. The glass was already half empty. Or was it half full? Did it matter if it was half full or half empty when it was filled with something nasty?

“Sideralis, I don’t know what you did, but you saved me… I was stuck… they did something to me… it was awful… but then I heard your voice and everything was okay. Thank you so very much… if you ever need anything, you just ask. My sister isn’t the only pony that can be helpful.”

Ugh, the more he drank, the worse it tasted. It was bitter now, and tasted nothing like orange juice. He felt his stomach give a lurch. Not only did it taste foul, but now there was a terrible stench lurking in the back of his sinuses, he could taste it in his nose.

“Stout, it really is nice to see you—”

“I’m sure it is, Mustang.”

“Look, I know we don’t always get along, I’m sorry.”

“Now is not the time—”

“Yeah, I get it, now is never the time. You’re an important nurse. You’re the primary focus of Rainbow Revival… you’re the favourite… I’m Fluttershy’s wayward foal. Fuck this, I’m out. See ya.”

Sideralis heard heavy thumps on the floor, the sound of heavy hooves striking, the door opened, and for a moment, he was certain that the door was going to slam. But it didn’t. He and Stout were left together in silence.

“I’m sorry, Sideralis. She’s moody. Try not to get too upset,” Stout said as she watched Sideralis slurp down the last of the glass of not orange juice. “We need you up and on your hooves if possible. I know it is a lot to ask, but your ponies need Prince Sideralis… big things are happening. For the record, I am against what is about to take place, but I guess it needs to be done. I’ll be with you every step of the way, even if I don’t agree with what is going on.”

“What is happening?” Sideralis asked.

“General Thunderclap has restored order to our fair city. Come sundown…” Stout shook her head. “You have a lot of growing up to do before sundown.”

Something was going on, but Sideralis didn’t know what. While there was plenty of good news about Scootaloo or the situation there in Cyclops in general, not much was being said about what was happening come sundown. Sideralis had only been able to pick up on a few bits and details as he listened to everything around him. Apple Bloom and Mjölna were being left behind to guard Scootaloo and to protect the facility. Mustang Salvation and Creamy Stout were going to be guarding him—Sideralis could only assume that there was some kind of outing planned.

Stout kept stepping in and out, her skills as a nurse were needed, leaving Sideralis alone with Mustang, who was standing watch just outside of his door. There was a lot he wanted to know, he had questions, perhaps Mustang had answers.

“Mustang?”

Sideralis saw the silhouette of the bulky mare appear in his doorway. She was calmer now after her outburst earlier. He hoped that he would not make her upset. He felt nervous, apprehensive, she was strange to him and he didn’t know her.

“Yes my Prince?”

“You had a leg ripped off… how are you okay?” Sideralis asked.

Mustang chuckled and a broad smile appeared upon her muzzle. “That was reconnected and some kinda royal jelly goop stuff accelerated the healing process of all the living steel and changeling flesh I have.”

“But how are you okay?” Sideralis blinked a few times.

“I’m not like other ponies… I’ve had my head ripped off once. That was interesting.”

“How… how did you… how did you survive that?” Sideralis stared at the mare, wondering if she teasing him perhaps.

“The inside of my skull has complicated life support systems in the event of decapitation. A bit of magic, some kinda cryogenic something or other, it preserved my brain and kept it alive. I have no idea how this stuff works, I just kick ass. A pony doesn’t doesn’t need to understand how a toaster oven works to be able to use it. Chrysalis screwed my head back on, sewed everything up, and I got better.”

“You got better after having your head torn off.” Sideralis sucked in a deep breath and began to feel uncomfortable. Stout’s head had been twisted around. Sideralis began to understand just what had been done to these ponies. He also began to understand what might be done to him, should he choose to accept it.

“Mmm, I like royal guard protocols… it satisfies some deep itch inside of me. Makes me feel happy,” Mustang said in a low voice as she moved to Sideralis’ bedside.

“I don’t like these protocols or these inhibitors… they need to be removed.” Sideralis watched as Mustang poured him a glass of apple juice from a little cardboard carton. He hadn’t even asked for it, but he was thirsty. He wondered how she knew, or for that matter, how Stout seemed to know everything. When he was thirsty, when he needed to use the bathroom. It was a mystery.

“I dunno, I like my protocols, I like how I am feeling right now, but I agree, the inhibitors have to go. I just had somepony seize control of my inhibitors, so I’m a bit peeved about them right now. It was supposed to be a way to keep me and other ponies safe… and they were just used to hurt me.” Mustang held up the little plastic cup full of apple juice for Sideralis to sip from and slipped a straw in.

“So you like being a guard?” Sideralis asked before the straw was slipped between his lips.

“Yes I do… for you, anyway. I’m not overly fond of Twilight right now. I’d save her, but I wouldn’t be happy about it… you though… you saved me and made the pain end. I was just stuck standing there and my nociperception system was overloaded. It was pretty bad, I was like that for hours. Felt like years. I couldn’t even blink and my eyeball went all dry.”

A sick feeling in his stomach made Sideralis almost barf up his apple juice. She had been left paralysed and in pain. It was almost too much to bear. He felt something welling up inside of him, something that felt a lot like rage.

“I would like to have the choice of activating my own protocols. I like having a clear list of directives… I get that it is biological programming and that my brain releases some kind of dopamine burst every time I complete a directive or a goal. I’m happy with the system… but I want my body back. A lot of promises were made to me and they haven’t been kept. I have a right to be angry… but even my anger can be overrode with a command… I can’t even protest my situation.”

“I’m sorry.” Sideralis really did feel sorry. This was awful. This was slavery. This was every bit as bad as being sealed away inside of a changeling cocoon and having your whole life controlled. He took the straw back between his lips and took a long drink.

“Free me, and I will serve you… I mean it, my life for you… I like being a guard, it makes me happy, it is what I want from my life, I don’t mind servitude, but I want it to be a servitude of my choosing… if you free me, you will have my loyalty. Your enemies will be my enemies. Ponies are going to say a lot of bad things about me, you’re going to hear some stuff… yes, I’m angry, but I am not out of control. I’ve never brought harm to another pony, other than my sister, but we were just playing around. I’m allowed to be angry… if I was a regular pony made of flesh and blood, it would be okay if I was angry… nopony would care… but I am a five hundred pound monster made of synthetics and biosteel, so ponies freak out when I am angry.”

Sideralis didn’t know what to say. Mustang had a peculiar expression upon her face, something that Sideralis did not recognise. He swallowed the cold apple juice, feeling an odd stew of emotions, many of them were unknown to him.

“I give you my word, I am not a danger to others, no matter what has been said about me. I just don’t like how I am treated… I was supposed to be a protector, but I have been made a slave. I’ve been wronged… please, please, please don’t believe all the things you are bound to hear about me!”

The straw slipped from Sideralis’ lips. “I’ll do what I can to help you… this… all of this needs to end. You, Stout, the others, this has been a mistake. I will not allow it to continue.”

“I will never be a danger to others. I will obey your every command. I will be your most devoted servant… I will execute your every whim… just give me the ability to say no to others… I can’t keep living like this… and I can’t even kill myself… that… that is what I was trying to do back in Las Pegasus… I didn’t want to live anymore… I picked a fight that I thought would end me. I’m sorry… I shouldn’t be dumping this on you.”

Mustang Salvation pulled the cup of juice away, set it down upon the bedside table, and then marched away to resume her position by the door. After stepping through the door, she sidestepped, and then went as still as a statue.

Laying in bed, Sideralis wept for Mustang, as it seemed that nopony else would.

Author's Note

Next chapter:

Control.

Chapter 27

The monorail chugged along, the long line of cars swaying back and forth, racing towards sundown. Sideralis, who was helpless, was surrounded by a wall of mechanical meat. Stout sat on his right, Mustang sat on his left. Stout was holding him up, he was still woozy from the loss of blood.

Queen Chrysalis had stayed back at Cyclops, guarding the facility, keeping Scootaloo safe, and keeping everything secure. Twilight had insisted things were safe again, but how could anything be safe? There was a war against changelings. There was war here, wherever this place was. Sideralis had seen a staggering amount of violence already—a cannon had been fired at him. He had seen what his companions were capable of. Somepony had sabotaged Mustang and had done something horrible to her. There was a hidden vault under Cyclops that was filled with the unknown, perhaps the scariest and most upsetting thing of all.

Sideralis feared whatever was under the research center.

He was afraid, he was confused, he was in pain, and he wasn’t dealing with it very well. He wished that he really was a colt again, back the way he was, so that he could find some nice place to hide, some place dark, comforting, and secluded. He was far too big to fit into a hiding spot now, like climbing inside the cupboard and pulling the door shut.

With a great deal of effort, he managed to lift his left foreleg, his tail twitching up against his hindquarters as he did so. Mustang was distracted and staring off out the window, looking for danger. She looked very, very serious and it made Sideralis feel rather nervous. It made her look all… murdery.

It took every bit of effort he had, but Sideralis managed to boop Mustang on the nose. All who observed this action responded with stony, uncomfortable silence. Mustang’s lone surviving blue eye focused upon Sideralis’ broad hoof as it rested upon her nose. Mustang’s ears stood straight up.

“Unknown protocol: error, file not found,” Mustang said in an odd, somewhat mechanical voice. Her murdery expression had vanished, replaced by one of pure, uncertain confusion.

Across from Mustang, Twilight Sparkle began to snicker, trying to hold it in and failing. She covered her mouth with her hoof and her swallowed laughter came out as loud snorts in rapid fire bursts, her wings fluttering in time with her repressed laughter.

Beside Sideralis, Stout began to giggle, her whole body shaking with glee, her bright orange eye now cheerful for the first time in quite a while. She watched as Sideralis pressed his hoof against Mustang’s nose again, and then he pulled it away. She smiled, revealing perfect white ceramic composite teeth.

As for Sideralis himself, a low, faint, somewhat weak chuckle resonated in his barrel, which turned into a wickering equine laugh. He watched as Mustang’s ears swiveled, rotating in different directions, and her eye moved, focusing upon him.

Apple Bloom and Mjölna both began to prod each other in the ribs and start laughing, while Mustang continued to sit there with a blank stare upon her face. After a moment, Mustang began to snortle, a strange nasal laugh.

Twilight broke completely, almost falling out of her seat, her laughter coming out like a flood. Somehow, she managed to mutter the words, “File not found,” as the fit of laughter overtook her.

Heading into an unknown, grim situation, Sideralis had managed to make everypony laugh and make himself feel better. Everypony on the train car was laughing now. The mood had been brightened. Everypony felt better.

Off to the west, the sun dipped a little closer to the horizon.

“Oh, my poor baby!” Hearing Fluttershy’s words, Stout braced herself for impact. The yellow mare she called her mother was waiting for her at the monorail station. Stout smiled… but the impact never came. Fluttershy went past in a blur and—

Fluttershy slammed into Sideralis with all of the force of a cloud and a butterfly impacting one another in a light springtime breeze. Stout stared as Fluttershy ran her hoof up and down Sideralis’ neck, touched his face, his wings, she checked him over, looking for signs of injury.

Stout sighed. At least she wouldn’t have to complain about Fluttershy treating her like a filly or embarrassing her while she was trying to do her job. She looked at Mustang and for a moment, their eyes met. Stout could see the corners of Mustang’s mouth were turned up somewhat. Seeing Mustang smile made her feel better. Stout ignored the kissy-kissy sounds of Fluttershy using the most basic of her first aid skills to look for boo-boos on Sideralis’ face. She laughed when she heard Sideralis’ nickers of protest.

“I would have came to check on you, but I had patients to look after, I was needed,” Fluttershy let out a long worried squeal, “oh, I do hope that Princess Luna isn’t upset with me, I can’t be in two places at once… are you okay?”

“He’s fine. We had to take a lot of blood from him to fix Scootaloo though,” Stout said, informing her mother of what had happened. “Don’t worry, Scoots is fine. You know how she is. She tried picking a fight with somepony and got kicked. Scootaloo is going to be fine though.”

Clinging to Sideralis, Fluttershy let out a pained squeak, closed her eyes, and shook her head, sounding almost as though she was about to start hyperventilating. After a few seconds, she brought herself under some control and then looked at Sideralis. “It was very brave of you to give blood for Scootaloo… oh, your mother would be proud. You’re a good pony.” Fluttershy reached out and brushed Sideralis’ mane from his face.

“Come on, we must be going. It’s almost sundown,” Twilight said, urging the group to get moving and get to where they needed to be going. “Stout, carry Fluttershy with Sideralis and let her keep checking him over until she is satisfied that he is okay. We don’t have time to keep sitting here.”

Stout nodded, acknowledging Twilight’s order, and lifted up both Sideralis and Fluttershy in a telekinetic bubble to carry them.

As the sun began to settle, it became twilight time. The shadows became long and dark. Smoke rose up into the sky. The city had seen fighting. Buildings had been damaged, windows broken, and rubble could see seen in the streets.

Ahead was something that Sideralis could make out, but did not understand. A wooden stage had been built, it was surrounded by guard ponies wearing armor. Spike stood near the stage, hunched protectively over a white unicorn named Sweetie Belle.

The stage, as curious as it was, had a scaffold of wood over it, and three ponies stood near the middle. There were ropes tied to the scaffold over the stage and the ropes were also secured around the necks of the ponies in the middle of the stage. Sideralis had no frame of reference for what it was that he was seeing, he had no idea what it was, its purpose and function baffled him.

Horns sounded as Twilight entered the square and a weak, weary cheer went up from the ponies, a loud bellow from Spike, and enthusiastic hooting from Sweetie Belle, which became echoed by the soldiers.

“Princess Twilight Sparkle of Equestria!” a voice shouted, announcing Twilight’s presence. “And Prince Sideralis, son of Princess Luna, Nephew of Princess Celestia, acting on the Royal Pony Sisters’ behalf.”

Sideralis was being carried towards the stage. He felt his stomach lurch and his ears began to ring again. He felt his heart thumping inside of his barrel. The crowd was growing larger, more and more ponies were pouring into the square.

Now seated upon the wooden stage, Sideralis looked at the three ponies. He recognised the pegasus, but not the others. There was a unicorn, a stallion, and an earth pony, a female. All three of them were bloody, scabby, each of them had seen a great deal of violence. The mare was missing an ear and the whole side of her face was clotted with blood. Her back legs and her tail was clotted and caked with dried blood.

No effort had been made to see to their wounds, some of which hurt to even look at. It made Sideralis sad and he had trouble looking at them. More than anything, Sideralis wanted to know what was going on and what was about to happen. Twilight was sitting right beside him, looking grim, sad, confused, and a little angry.

“What is about to happen?” Sideralis asked in a low whisper that couldn’t be heard over the roar of the crowd.

“Ponies of Equestria… I am not one for fancy words. My name is General Thunderclap.” A silvery white pegasus strode forward, his voice booming, needing no magical amplification. He was wearing silver armor decorated with purple enamel, covered in a moon and stars motif. “I have called all of you together today to bear witness to what we do with traitors, usurpers, and betrayers.”

The silvery white pegasus pointed with his wing at the three ponies standing together. “These are the ponies responsible for the misery, the murder, and the loss of life that we experienced. These are the ponies responsible for the violence in the city. These ponies… these traitors, thought they would be your new kings and queens. When you resisted, and being good ponies, of course you resisted, many of you were injured, and even killed. I am filled with regret that I could not save more of you. I hope that in time, you will forgive me, I did what I could.”

The crowd fell silent. Sideralis could feel a tension in the air. How much death had happened? What had gone on in the city? When he was at Cyclops, what had been going on here? When he had been passed out, what had gone on while he slumbered, his body recovering from all the blood he gave to help Scootaloo?

“Marigold, Monsoon, and Skyfire… each of you have been found guilty of a whole host of crimes, including sedition. You have already been sentenced, there will be no reprieve, I am here to carry out your punishment. Are there any last words?” Thunderclap turned his steely gaze upon the earth pony mare, the unicorn stallion, and the pegasus stallion who stood with ropes around their necks.

“How did most of us end up under the rule of the least of us?” Monsoon said, his voice rough, dry, and scratchy. One eye was swollen shut, along with one nostril. He was missing a few teeth and one wing hung crooked at his side. “We used to be great, we three tribes. We had our own kings, our own queens. We had our own royal bloodlines. We had greatness… we pegasi were a tribe of warriors… how did we lose all that we had? We could have been great again… why are you content to be slaves… to be subservient guards… how did such a great and noble tribe become so broken and so servile?”

Sideralis’ ears fell back, not knowing what to think about Monsoon’s words.

“For too long, we have existed under a pair of tyrant princesses who took the sun and the moon away from us and held them hostage in exchange for our surrender… we gave up our sovereign right to rule in exchange for our continued existence… we all knew what would happen if we resisted… the sun would stop moving and the world would suffer. For over a thousand years, we suffered under the rule of tyrants who took from us our birthrights, who took away our sun, our moon, and our stars. We were left destitute and with nothing… we have done no wrong, we wanted a return to our former glory, back when we were great,” the unicorn said in a voice reedy and almost screechy with pain.

There was a long silence as the crowd waited for the earth pony to say something, anything. General Thunderclap walked over to her, a sneer upon his face, and then stood beside her.

“No pretty words, Queen Marigold?” Thunderclap asked. “Perhaps you’d like to regale us with the tale of what happened during your final hours of rule… when it became clear that you were going to lose, and lose big. When your raiders, who had been out ransacking the city for wealth and valuables, decided to take this loss out on you.” Reaching out his wing, Thunderclap flicked the bloody mess where Marigold’s ear used to be. “They took their payment, Marigold. They took their payment right out of your pretty little ass… looks like you got an ear bit off… tell me, were you sassy? Did you give one of them some lip while you still had some fight in you? I bet you gave them plenty of lip once they broke you in… I bet you were spitroasted. Did you feel like the queen you believed yourself to be? This is why you don’t hire mercenaries… I hope you learned something. Hired goons will always seek their payment—”

“Fush ofsh!” the mare spat.

“What’s that Marigold, I couldn’t hear you… kinda hard to talk with no teeth, ain’t it, I’m guessing that you bit somepony’s dick, didn’t you?” Thunderclap let out a cruel chuckle. “At least you had your last meal… you’re going to die with a full stomach, unlike these other two assholes.”

Sitting beside Sideralis, Twilight gagged and then began sobbing. It took a great deal of effort, but Sideralis managed to wrap his wing around the smaller alicorn beside him. He didn’t understand what was going on and he didn’t want to know. Everything was far too awful. How had this happened? Were these the good ponies he was supposed to save?

Thunderclap turned around and then strode towards Twilight. His face seemed sad, genuine sadness, and more than anything, the old stallion looked tired. He stood before Twilight and bowed his head.

“Majesty, I am still loyal, not just to you, but to Princess Luna, whom I have long served, tirelessly and without question. It pains me to do this, but you need to send a clear message to your subjects about what happens if they try to overthrow you.” Thunderclap turned his head and stared at the wooden lever a short distance away. “Majesty, you are not a stupid pony, so I am certain that you know what needs to be done. If you pull that lever, you’ll be seen as strong, determined, and capable of rule. If you don’t pull that lever, then I’ll have to be the one to pull that lever… and you will look weak, timid, and unfit for rule. Our problems will multiply like rabbits left in the garden.”

Sideralis glanced around, looking at the lever, then at the three ponies, noticing the trapdoor beneath them, then at the ropes hanging from the wooden scaffolding. With a horrified gasp, he had some understanding of what was about to happen.

“Princess Twilight, the ponies of Equestria need you, as a servant of the Empire, I am begging you not to fail them,” Thunderclap said in a whisper that was just barely heard over the angry roaring of the crowd.

Sideralis felt as though he was going to be sick. Twilight stood up, slipping free of his embrace, and she took a few steps towards the wooden lever. She blinked a few times, her ears twitching, and her tail swished around her hind legs. She was looking at him, Sideralis realised that Twilight was looking at him. Her face had a pleading expression, as if she was begging him for help.

What did he know? What could he do?

Twilight was in so much pain, he could see it, feel it, her expression caused his own bones to ache and he felt his heart begin to crack. Sideralis realised that Twilight couldn’t bear this burden alone, somepony had to share the weight of this with her.

Sideralis realised it was him. Could he pull the lever? He looked at Stout. He was supposed to save lives, not end them. He wanted to save lives. He had wanted to save Scootaloo. He had even wanted to save the ponies that had attacked them, begging to have them spared. All those ponies shot in the knee were in the hospital now, being treated, they would live, they would be punished, perhaps confined, but they would live.

He turned and looked at the three ponies with ropes tied around their necks. How much misery had they caused? How many lives had been lost because of what they had done? Sideralis went numb when he understood what to do. He looked Twilight in the eye and then gave a slow nod of his head. He would share this weight with her. He would take responsibility for this with her. Somehow, they would get through this together.

Sideralis flinched when Twilight yanked the lever with her magic. The trapdoor fell away with a thunk. The three ponies fell, the ropes going taut. Marigold bounced once and after twitching a few times, she went still. Skyfire bounced, continued to kick and thrash, then on the second bounce, his neck turned at an odd angle and his struggles became almost a sleepy looking dance.

Monsoon was not so lucky. The fall had not broken his neck and he hung there, strangling to death, kicking, thrashing, his whole body contorting from agony. He gurgled as he hung in the air, his hind legs trying to find something to stand on so he could breathe, so he could save himself.

“Ponies of Equestria, this city remains under martial law. The representative government of Saddle Arabia has placed me in charge of this city until such a time that order has been restored. Those same representatives wish to show their support for Princess Twilight Sparkle and Prince Sideralis, the recognised royal heads of Equestria.” Thunderclap paused as Monsoon gurgled and pissed himself. “The city of Maredina has been gifted to Equestria and is as of this moment of announcement, Equestrian soil. To the Saddle Arabians in the city, you have nothing to worry about, very little will change, I assure you, but your government is sending representatives to speak with you about the change. We welcome you and hope that you will stay with us. We apologise for this lapse in law and order and we hope that you will be patient with us while we clean everything up. As you can see, Princess Twilight is still in control.”

Thunderclap extended his wing and pointed at Twilight.

Shuddering, Twilight Sparkle turned and began to walk away, blinking away tears, her head held low. Fluttershy rushed to Twilight’s side as Twilight walked off the stage, and the pair walked together, Fluttershy leaning up against Twilight’s side.

“Majesty, where are you going?” Thunderclap asked. “Your subjects need you.”

Twilight paused, lifted her head, and then looked back over her shoulder. She extended her wing and pointed at the three hanging ponies. “Maybe so, but I am off to mourn those that I could not save. I failed them. They lost hope. They lost hope in the future, they lost hope in Equestria rising once again from the ashes, and they lost hope in me. If you will excuse me, I am going to grieve for them, I doubt that anypony else will.”

Sideralis felt himself lifted as Stout began to move.

Thunderclap bowed his head, nodded, and then held out his wing in salute.

Author's Note

This still isn't over... more to come soonish.

Chapter 28

“Lemme down!” Sideralis made a few weak kicks inside of his telekinesis bubble to protest his captivity. Much to his relief, Stout set him down upon his hooves. After wobbling a bit, (and with a few tail flicks) Sideralis found his balance. Ahead was grass in a small park; cool, inviting, soft, comforting grass. He teetered forwards, paying no heed to the ponies watching him, and when he reached the patch of grass, he flopped over. Rolling over onto his back, he began to scratch himself while kicking his legs up into the air.

“Oh no, not again,” Fluttershy said in an embarrassed whisper as she turned away.

“Does he need a bath or something?” Twilight asked.

Stout shook her head as she moved closer to Sideralis. “Naw, he just knows what feels good.” Stout lowered herself down to the grass, rolled over, and then began rolling around herself.

“Feels good?” Mustang approached the patch of grass with a slow, uncertain gait, stared for a moment, sniffed, and then toppled over. Much to her surprise, it did feel good. She rolled, kicking her legs, arching her back so her croup and her withers could rub against the grass. “Oh, this does feel good… why haven’t I been doing this before?”

“Stop that… ponies are going to think you are infested… that you have parasites… fleas… bugs… creepy crawly things on your skin… all of you… stop that!” Twilight turned her head away and looked at Fluttershy. “Make them stop… please?”

“How?” Fluttershy squeaked in reply. “Don’t turn around Twilight, Sideralis gets… excited.”

“Applejack used to roll in the grass,” Apple Bloom said as she too flopped over into the patch of greenery. She rolled over, wiggled her backside, and then began to rub herself against the grass beside Mustang.

“Mjölna, don’t you dare!” Twilight stared at her most trusted companion with her surviving eye wide. Too late, as Twilight spoke Mjölna dumped herself over to see what the big deal was. She stared, watching as the entire lot of them kicked, rolled, snorted, and Twilight’s ears pinned back against her head as somepony farted.

Stunned, Twilight Sparkle stood there and adjusted her eyepatch for the lack of anything better to do. She looked around and saw that other ponies were staring, wide eyed, some of them looked confused, others looked disgusted, but a few were laughing.

“Granny Smith and Big Mac both used to roll around in the grass when it was wet with morning dew,” Apple Bloom said as her custard yellow pelt became stained with green grass. “This feels really nice… why’d we stop doing this?”

“Because we survived a parasitic pandemic and now grass rolling is a sign of sickness, contagion, and infestation,” Stout replied, offering up her opinion. “Screw what other ponies think, this feels good. I feel like a pony again and less like a machine.”

“A crowd is gathering, I don’t like this.” Twilight glanced around at the growing crowd, she guessed that the large gathering of ponies that had come to watch the hanging were now dispersing. Much to Twilight’s surprise, she heard laughter. While some ponies were scowling about what they saw, the growing crowd seemed to find the sight of the night blue alicorn rolling in the grass to be comical.

Rolling over onto his stomach, Sideralis kicked and struggled to stand up, a task that he was unable to do on his own. It was Mustang who helped him, turning on her telekinesis projector, lifting him, and then setting him on his hooves so he could balance.

He looked at the crowd that was looking at him, stuck out his wings, and gave them a flap, shaking loose strands of grass. He gave the ponies a sheepish grin. There were so many faces, some sad, some smiling, but still somehow looking sad, these were ponies that had endured a tragedy.

“Hi.” Sideralis’ ears pivoted forwards. “I think I recognise some of you from the chapel.” He looked at a very familiar pink filly. “I know I recognise you… Pinkie Puff, right?”

“You remembered my name,” the filly said, a bashful smile spreading over her muzzle. “I was worried about you… you fell down and went boom after making Princess Celestia appear.”

Sideralis found himself amused by the filly’s faint lisp. Pwincess Cewestwea. It was endearing and heart warming. The filly’s mother had tears welling up in her eyes. “I suppose I did… I don’t remember,” Sideralis paused for a moment as he stood on trembling legs, “my memory of that night isn’t so great. So how are you doing?”

“I’m happy because I can be outside to play again,” the filly replied.

“I suppose things got scary.” Sideralis gave himself a shake, sending blades of grass flying everywhere, and then sat down in the grass. “I like coming to the park too.”

“Things got really scary,” Pinkie Puff said, “there were airships overhead and there were soldiers in the street, and ponies were fighting and a whole bunch of ponies died because some bad ponies did bad things.”

“Yeah, I suppose they did.” Sideralis’ head made a slow nod as the filly slipped away from her mother and approached. He watched as the filly sat down a short distance away from him. The crowd had formed a circle around him, and most were keeping a respectful distance. “I just had to deal with the ponies who did bad things… it made me sad… I did something I really didn’t want to do, but I felt like it needed to be done.”

“Like brushing your teeth before bed?” Pinkie Puff asked.

Sideralis stared, not quite certain how to respond to that.

“Sometimes you gotta do things you don’t like,” Pinkie Puff said to Sideralis, “sometimes they’re really awful things, like brushing your teeth before bed. Then you have to lay in bed with the funny toothpaste taste in your mouth.”

“Yes, I suppose I can see your point.” As Sideralis spoke, Mustang sat down beside him. He glanced at her and saw that she was smiling. He turned to look at her, watching her as she watched the filly, Mustang, covered in grass stains, looked happy. He noticed her cutie mark, six stars, each in a different colour. How odd, Sideralis thought to himself. He looked back at the filly when he heard her lispy, squeaky voice again.

“You’re really nice… most big shot grown ups think I’m a waste of time… I get ignored a lot. Ponies say I talk too much.” Pinkie Puff turned and looked at Stout, who was now sitting on the other side of Sideralis, opposite from Mustang. “I tried talking to the mayor, I got ignored. Once tried talking to some important Saddle Arabian… he sneered at me… he was rude, so rude.”

“Pinkie Puff—”

Ignoring her mother, Pinkie Puff looked up at Sideralis. “I’m not bothering you, am I?”

“No…” Sideralis looked around, all too aware that ponies were watching his every move and hanging on his every word. He saw Twilight standing a few yards away, watching him, Fluttershy at her side. “Look, I’m a little out of sorts, I don’t know how to feel after what I was a part of. A bunch of ponies are staring at me, so I feel really uncomfortable. It is almost as if everypony is expecting something from me. So if I seem a little off, it isn’t because of you, I’m just feeling awkward.”

“Mommy got all tongue tied after I saw her and Daddy wrestling with each other. There was a lot of moaning and she had Daddy pinned down… I jumped up on the bed to count Daddy out—”

“Pinkie Puff!”

Mustang fell over, laughing, collapsing onto Sideralis, almost knocking him over, slamming him into Stout, who braced herself to keep herself from falling over. Mjölna was chuckling as well and Sideralis found himself smiling.

“Come on, it is time to go home, Pinkie Puff.”

“Awwww… I was just getting to know a handsome prince… you’re not fun at all.” Pouting, her lip protruding, Pinkie Puff got up and went to her mother’s side. “It’s funny when you and Daddy wrestle… you both make funny faces at each other.”

“Goodbye, Pinkie Puff… thank you for making me feel better,” Sideralis said as he raised his hoof and waved. It was difficult to move with Mustang attempting to crush him and Stout having to hold him up.

“Sorry to break this up, but Prince Sideralis really must be getting home. Fluttershy here tells me that he needs plenty of liquids and rest after everything that happened.” Twilight smiled at the crowd and watched as Pinkie Puff and her mother walked away together, the mare looking mortified after what her filly had said.

“Goodbye, ponies.” Sideralis continued to wave. “It was nice seeing you… I’m really sorry that things got so rough. I’ll try to make them better even though I don’t know what I’m doing.”

Back in the apartment, having just had a nice shower after coming home, Sideralis flung himself down into the pillow pit in the middle of the living room floor. Fluttershy and Stout were in the kitchen, the rattle of pots and pans filled the air. Mustang was sitting on a large cushion and she was reading a comic book, much to Sideralis’ surprise.

“Mustang?” Sideralis spoke in a low voice, hesitant about speaking to Mustang with Fluttershy and Stout around.

“What?” Mustang lowered her comic book and peered at Sideralis over the top edge.

Sideralis glanced towards the kitchen; Stout and Fluttershy were busy. Stout was peeling potatoes and Fluttershy was doing something in a mixing bowl. He looked up at Mustang. “Are you happy being what you are?”

The mare snorted when she heard Sideralis’ words, her blue eye rolled, and then she folded up her comic book. She tossed it aside on the floor beside her cushion and stared down at Sideralis. “I used to be.” Mustang lowered her voice, but her words came out forceful. “When I was a filly, there was all this talk about how I was going to save ponies. How I was going to fight and save Equestria. Back then, I felt like I had this wonderful purpose.”

“So what happened?” Sideralis spread out his wings and got comfortable in the pillow pile. He could see that Mustang looked agitated. Something heavy clunked in the kitchen.

“I grew up. Things changed. The more metal that got added to me, the more things changed. Ponies stopped treating me like I was this brave filly doing some noble act and instead started treating me like I was a machine. My feelings about stuff became less and less important. I guess I got a little defiant… I stopped cooperating when I got treated like a machine… and that didn’t do at all… at that point, too much time and too many resources had been invested into me.” Mustang closed her eye and hung her head, letting out a long, discontented sigh.

Sideralis waited.

“After that, sometimes, things were done against my will. I was being obstinate. I was being uncooperative… I had so much time and resources poured into my very existence and me saying ‘no’ didn’t matter… I had inhibitors installed and I was made to do stuff… you know, if they just would have treated me like a pony, I would have cooperated. I would have made it easy for them.” Mustang shook her head. “I guess making them work for it and making them force me was the only control I had over the situation. I wanted to do the right thing… I just wanted to be respected.”

“Sounds like all those ponies that talk about you being angry or having rage issues haven’t really told me both sides of the story,” Sideralis said in a low voice, almost whispering. He suspected that Stout could hear everything being said and he waited for her to cut into the conversation, expecting her to say something at any moment.

“I’m more than a tool or a weapon. I still don’t know what it is exactly that I want for myself. I want to be free again… I feel so trapped… I don’t like it.” Mustang fell over on the cushion she was sitting on and laid out on her side. She shook her head, looking confused.

“You grew up feral, I suppose being free means a lot to you.” Sideralis hoped that what he had just said was not offensive. He felt worried and hoped that Mustang wouldn’t be angry. He didn’t know any other way of saying it. “I still want to help you… not just you, but all of you. I don’t agree with what has been done. I just don’t know how to deal with it.”

Eye closed, Mustang rubbed the side of her face against the cushion she was sprawled upon. “When I was a bit younger, not quite a mare…” Mustang’s voice dropped down to an almost inaudible whisper. “One of the lab technicians locked down my body because I was being a pain… he then started whispering in my ear about how he was going to put me in my place and teach me a lesson… teach me to be submissive… he almost did something to me and I couldn’t move… I was paralysed… he was on my back and he was getting ready to do something awful when Chrysalis and Doctor Gizmo walked in.”

After a struggle to lift his head, Sideralis turned and looked in the direction of the kitchen. After staring at Stout and Fluttershy, he turned back towards Mustang. He tried to say something several times, but failed to make the words come out.

“He was caught. He got punished. He was removed from his job.” Mustang took a deep breath. “But I was still the one with the problem. I was still the one with the bad attitude. It was quietly suggested by several ponies that I had brought that little incident upon myself… after that… there was just no point in behaving. I was just so angry—”

“I’m sorry.”

Sideralis almost lept out of his skin, his wings flapping in alarm. Somehow, Fluttershy was right beside him, appearing as if by magic, arriving without a sound or revealing her presence.

“I’m so sorry… I still feel bad about that, Mustang. I’m still angry about what was said about you. But you… you didn’t help the situation none. You continued to misbehave, you continued to make everything worse, and because you wouldn’t control yourself, we had to do something to make you behave so that others would feel safe.”

“And what about my safety? I had some creepy lab tech paralyse me and almost use those safety measures to hurt me… nopony was thinking about keeping me safe… or what about the time I was put into surgery and upgraded, but my nociperception regulators were left on… I could feel them cutting me open and moving around my guts but I couldn’t do anything… I was stuck that way for the entire surgery—”

“That was an accident!” Fluttershy snapped.

“Was it?” Mustang spat, lifting her head and looking angry. “You still want to believe that, even after it happened again for a second time? Still want to believe in the good in ponies, don’t you, Mother… you believe in the good of every pony but me, isn’t that right… I’m just an angry little foal with a bad temper, right?”

“I’m sorry,” Fluttershy squeaked.

“Hey, you don’t speak to Mama like that!” Stout shouted from the kitchen.

“CUT IT OUT!”

Sideralis voice cut through the tension like a thundercrack. Fluttershy fell over and curled up into a ball, trembling on the floor. Mustang stared wide eyed. Stout dropped a big metal mixing bowl onto the floor in the kitchen.

In close quarters, the Royal Canterlot Voice was the ultimate weapon against squabbling ponies. Smaller, lesser ponies had an instinctual reaction to the bellowed commands, which was why the voice had fallen out of favour long ago. Sideralis, like his mother, Luna, had never received the message that the voice was frowned upon.

“Mustang, give your mother a hug.” Sideralis glared at Mustang, trying to look as intimidating as possible.

Sulking, submissive, Mustang slid off of her cushion, crawled along the floor on her belly, and pulled the weeping yellow mare into a gentle embrace, her eye never once losing focus on Sideralis. Mustang pulled Fluttershy closer, cradling her, and kissed away a few tears that were falling down Fluttershy’s cheeks.

“Now say you’re sorry.” Sideralis squinted at Mustang, his ears pitching forwards.

“Mama, I’m sorry… I’m just angry… but I’m not angry with you… it just comes out and I’m real sorry,” Mustang said.

“Mustang, baby, I’m sorry too… for everything… it’s so hard for me to talk about… I want to believe that ponies are good, but all the things that have happened… it makes it so difficult… I’m so sorry… so, so sorry!”

Not feeling happy at all, Sideralis really wanted to have a long talk with Twilight Sparkle.

Author's Note

Coming soon... surgical horror.

Chapter 29

Sideralis found himself in a body not his own. This was happening a lot as of late, just about every time he fell asleep. This body was female, small, young, a filly. She was paralysed, unable to move, her eye was closed, but her hearing still worked. She was laying on her back. There was a slurping, sloshing sound coming from somewhere. The air was cold, it felt like being in a freezer. Something beeped in the background.

Pain blossomed in the filly’s stomach, Sideralis felt it, something pierced the skin near the unfamiliar feeling female sex organs and then made its way upwards, opening the stomach.

NO! NO! NO!

Sideralis could hear the thoughts in the filly’s mind, he felt it all, her pain, her emotion, her horror, there was nothing that could be done to stop what was happening. Something made a high pitched whine and then there was a new pain, hot pain, the feeling of a bonesaw opening up ribs that were no longer normal bone. There was a strange feeling of pressure, of pain, the heat increased until it felt as though the filly was on fire. The stench of burning meat filled the air and Sideralis tried to scream.

NO! NO! NO!

He could feel the filly’s insides, his insides, the line of reality was blurred, he could feel stuff being tugged upon, pulled, things were moving inside of him. Something squelched. There was a wet sounding schlick followed by a heavy splattering. Sideralis had memories of the garden hose pouring water down upon the sidewalk during the summer when he would help Wisteria water the flowers in front of the house. Something inside tore and then was pulled out. He could feel his organs being shoved around, moved, and something as cold as ice was inserted into his barrel. There was an arcing crackle of electricity and he felt his whole body tensing. The stench of burned flesh grew even stronger.

OH LUNA PLEASE MAKE IT STOP! CELESTIA MAKE IT STOP! I’LL BE A GOOD FILLY, JUST MAKE THE HURTING STOP!

There was a wet sucking sound and then the worst pain that Sideralis had ever experienced began. He had no idea what was going on, but the agonising pain was electric. It traveled through the body he was trapped in, throbbing through him in torturous pulses, sapping his will, and for a moment, Sideralis believed that if this continued, he might go mad. He wanted the pain to end as much as the filly. This was worse than going to the dentist and having a root canal, he had suffered nightmares for months afterwards.

Only the dentist trip wasn’t real. This was.

There was a high pitched mechanical whine, it sounded like a drill, the smell of hot metal on metal and smoke filled the air. He could feel some kind of pressure on the pelvis he was sharing. He wanted to kick, he wanted to scream, he wanted to tell these ponies doing this to stop, but he was powerless, trapped in this body.

“We’ve mounted the foundations for the hydraulic rams to her pelvis and installed the fluid pressure regulator. Unzip and open up her legs, we need to connect the mounting brackets to the rest of her skeleton and reinforce the leg joints.”

Something was shoved into his groin and the pain was like having the most powerful kick to the balls over, only worse. The drilling sound continued, the sound of metal squealing against metal, it sounded like the school’s metal shop during a busy class.

Sideralis begged for this to end, he couldn’t bear it anymore. He knew this was Mustang, he just knew it without knowing how he knew it. He wondered how she had lived with this. No wonder she had tried to kill herself, having this memory, having this knowledge in her mind, Sideralis wondered how he was going to live with this in his memory.

The pain became too much to bear and Sideralis’ awareness exploded into a billion stars.

“Do you see what was done?”

Sideralis blinked—he was standing on nothingness, a black void. Billions and billions of stars twinkled around him. Luna, his mother, was standing nearby, gazing at the stars. For a moment, Sideralis thought he might puke, but then realised that his stomach was empty, this was a dream.

No, this was a nightmare.

He gagged a few times, recovered himself, and looked at his mother. She was weeping, and with each tear that fell, it dropped away and became a new star, blazing bright. He sucked in a deep breath but felt nothing filling his lungs. Air it seemed, was not a necessity here.

“You must help them… there are ponies in trouble and you must help them.”

Sideralis gulped. “But I don’t know anything… what do I do? Do I get rid of the inhibitors? How do I convince others that they are safe? How do I keep everypony happy? How do I fix everything that is broken? I know so very little and I feel that so much is expected of me.”

“I cannot and will not tell you what to do… this is your task, the means by which you prove yourself.”

“By keeping me ignorant, I feel like you are setting me up to fail!” Sideralis saw Luna turn her head and look at him, giving him a cool, detached stare. “How am I supposed to help them… I know next to nothing… right now I can’t even help myself.”

“Nevertheless, you must find a way.” Luna’s eyes narrowed, changed, becoming black voids filled with glowing stars. “The place to start is with Twilight. She must be made to see that she has made an error.”

“How do I do that?” Sideralis asked.

“Easy,” Luna replied, “the guilt calls out to us, and we are compelled to answer. Your power to move through dreams is but a mere grain of sand compared to my own. You are but a single star in this blackness you see all around you. But you can go into dreams. You can be a messenger. The message you bring is up to you.”

“What would you have me do?” Sideralis blinked a few times, feeling the burning sting of tears welling up in his eyes. “Who am I to judge Twilight? Or anypony else for that matter?”

“The guilt calls and we are made to answer… it is our function. You are the flesh of my flesh. While a different destiny is being woven for you, you have inherited some parts of me, both good and bad. We are bound by duty. We drive little ponies back into the light. And Twilight has strayed from the light without the guidance of her friends. She is in danger of losing herself. I am tasking you with driving her back into the light and making her see reason, to restore her to goodness… by any means necessary. A Princess of Equestria she might be, but even she is not immune to our nightly visits. She must be made aware of her failings.”

“But what do I do? How do I help? Where do I even begin?” Sideralis looked at his mother, his expression pleading, and he felt a lump growing in this throat.

“Everything that I feared has come to pass. Twilight Sparkle has opened the door and now others have ventured into the strange new world beyond. Beneath the research facility where all of this started is a secret vault. You already know of it. I have seen to it that the door will open for you… you are to enter that place with Twilight and you will understand the enormity of your task.” Luna’s starry eyes did not blink, her eyelids did not move, and the stars within her eyes began to swirl around.

“How is it that things keep happening at the sound of my voice?” Sideralis took a step closer to his mother, wanting to run to her, wanting comfort, but not certain if there was any comfort to be had. “I speak and things happen, like with Mustang.”

“In time, you will know more. Your magic, and specifically, your talent, is derivative of mine. I have seen it written in the stars. You walk through dreams, just as I do. Your talent is subtle, but will be of great use in the struggle to come.” Luna gestured at the stars around her, her hoof moving in a wide circle.

Sideralis looked at the stars; he had no knowledge of how to read them. If there were answers to be had, he was blind to them. He might be the starry one, but he was illiterate when it came to reading his namesake.

“Become like them, Sideralis. Know their pain. Know their struggle. Lead them. Your power, while only a mere fraction of mine, is enough to mind your own tribe. You will go into their dreams, you will heal them, you will herd them into the light. You will be their alicorn, their guide, their moral magnetic north. If you and your tribe prove worthy… a reward beyond your imagining awaits.”

“So I am to be their inhibitor?” Sideralis asked.

“You see and understand so little… to put something so complex into such base terms. I suppose that is one way of looking at it. Surely you can keep five mares upon the straight and narrow—”

“Five?” Sideralis blinked. “But there are others… others who have been enhanced.”

“The others do not struggle as these do, the others will not fight to secure Equestria as your companions will. Yes, you will rule over them all, and in time, your tribe will grow, but those five mares, your companions, will pave the way.”

“How do I start? Where do I start?” Sideralis took another step closer to Luna, wanting to touch her, but her strange, star-filled eyes were not welcoming.

“Help Mustang Salvation to heal. Help Creamy Stout save lives. Show Mjölna that her loyalty was worth it. Help Apple Bloom find her place. Be the pony that Scootaloo believes you to be.” Luna tilted her head down and her horn glowed. Streams of silver flowed from its length and one star began to change, becoming Twilight Sparkle’s cutie mark. It glowed, magenta, pulsing, almost as if it had a heartbeat. “Sideralis, in the dream you were just having, I gave you a gift—”

“THAT WAS A GIFT?” Sideralis’ mouth fell open and he stared at his mother, feeling angry, confused, and hurt. “Do you know what I endured? I thought I was going to lose my mind. I wanted to go insane… it was easier than dealing with the feeling of being trapped in that body when everything happened.”

“Sideralis, my precious colt… it has been burned into your memory. You know what happened. You have Mustang’s memory of the event.” Luna’s horn glowed even brighter and the glowing star cutie mark of Twilight Sparkle became a door standing upon nothing, just floating in the void. “As an old dear friend named Pinkie Pie once said, ‘sharing is caring.’ Go forth my son, and do what you must do. Twilight must be made to see reason. She sleeps in a fitful state of rest, her guilt consuming her. Soon, her guilt will be too much to bear. It is like diseased flesh… you must carve it away if you want to save her. It will not be pleasant.”

“You… you… you want… you want me to share the dream I just had with her, don’t you?” Sideralis stammered.

“The guilt calls us, and we must answer,” Luna replied, a sad expression clouding her face. “If you love Twilight, if you wish to be her friend, you will step through the door.”

“And if I refuse to step through the door?” Sideralis asked.

“Then all of my hard work has been for naught. The past twenty years of my labour mean nothing and I have made a grievous error.” Luna stepped closer, extended her wing, and touched Sideralis. “This will not be easy for you… if it makes you feel any better, should you chose to bring the dream to Twilight, you will share in it with her, and once again, you will know the horrors that Mustang endured. I know the pains of my subjects. I have felt every nightmare, every injustice, every bit of abuse, every rape, I have felt it, all of it, and I have never shied away from it. I carry their pain with them, their suffering is burned into my soul. I realise this is a lot to ask of you, yet I must ask this of you.”

“Mother, I will do as you ask. It makes me feel a little better knowing that Twilight will not endure this alone.” Sideralis bowed his head and took a step towards the door.

Luna stepped forward, her muzzle pressing against Sideralis’ cheek, lingering there for a moment as she kissed him. She pulled away, but only an inch, and closed her eyes. “You are the son that I had hoped for. I had faith that you would do the right thing.”

Feeling a bit more confident, but also hating himself, Sideralis stepped through the door and into the sleeping mind of Twilight Sparkle. Her guilt called to him, and he was compelled to answer.

Author's Note

To be fair, this has the horror tag now...

Chapter 30

Sideralis watched as Stout sliced up bananas and dropped them into his softened, soggy bowl of granola. There was juice on the table, something from a fruit called papaya. He wasn’t sure if he liked it yet, but he would drink it to be polite. Mustang was eating her granola—he had trouble looking her in the eye after his dream last night.

He couldn’t even bear to think about it. He needed a distraction, he needed something to take his mind off of the horror. He needed to know more about the world around him. He needed…

“Stout, you said that you were powered by love… but I also know that you run on alcohol and food,” Sideralis said as Stout finished slicing the banana.

“All those things are true.” Stout slid the bowl of granola over, being careful to make certain that the milk did not slosh. “Alcohol provides an immediate energy boost that helps to power various arcano tech devices I have. So does food. As for the changeling based technology I have, it is based on love. If I sustain injury, my healing is determined by how much love is present. If my bio-steel bones are damaged, their rates of regrowth are determined by how much love is present. My skin, my subdermal biomesh armor, my synthetic muscles, all of those regenerate based on how fast I can produce royal jelly in a special gland based on changeling physiology. Love causes the gland to secrete chemicals. It’s complicated and to be honest, I don’t understand all of it.”

“I don’t even want to understand it,” Mustang said, speaking with her mouth full. Milk dribbled down her chin and she waved her spoon around. “I just know that technology makes me awesome. I once punched a bug so hard that it exploded into bits that could only be measured in centimetres. Twilight Sparkle as my witness, I punched a bug into oblivion.”

“I suppose it was necessary.” Sideralis slumped down beside the table and began to lap up milk from his bowl of soggy, softened granola, glancing at Mustang across the table.

“Well, at the time, some changeling infector was trying to forcibly inject some poor rank and file with parasitic eggs. We were pinned down, surrounded by hundreds, maybe thousands of bugs on all sides, fighting in the outskirts of Manehattan. We were trying to sabotage a breeding pit and egg production facility. It’s a really horrible place, let me tell you… they take ponies that don’t generate much love, the duds you see, the ones that don’t contribute much to the Unity Web, and they inject them full of special changeling eggs.” Mustang paused and licked her lips before she continued, “These eggs devour a pony from the inside. They hatch into special combat drones, really nasty pieces of work, and they have a special hunger for pony flesh, you know, the meat from which they hatch. Every day who knows how many ponies die as they are tossed into breeding pits. Queen Mariposa just keeps growing new ponies. She grows them in vats… I’ve seen the vats.”

Sideralis’ tongue dipped into his bowl and he continued lapping, even though he felt disgusted. He was still hungry, but his appetite threatened to pack its bags and leave.

“So anyway, this rank and file is about to be injected full of parasitic eggs and she’s screaming and freaking out and Twilight Sparkle is busy killing a bunch of bugs and we’re surrounded on all sides and so I go over and I punch this changeling… I mean I really punched it, I put all of my strength behind it and this bug just explodes into a cloud of jam.”

Sucking up a thin slice of banana, Sideralis chewed it a few times before trying to swallow it. He felt his stomach lurch, but he ignored it.

“After that, I got serious about killing. I picked up a steel girder from a nearby ruined building, it was about ten feet long and weighed about four hundred pounds or so. I stood up on my hind legs, gripped this thing in my forelegs, and I used it like a club, smacking and pounding any changeling that came in reach. I was a mare with a big fucking hammer and all my problems around me looked like a bunch of nails.”

“Mom will wash your mouth out with soap if you keep swearing,” Stout warned.

“Mjölna sees what I’m doing and so she decides to join me, she grabs her own steel girder and suddenly, it’s like were playing a game. We cut a bloody path through the changelings, I don’t even know how many, but we’re burning up our power supplies like mad. Twilight takes this opportunity to plant the charges to destroy the breeding pit and the pipeline that is feeding it and then she makes the call to get out of there… as we were leaving, the place exploded. There was a big mushroom cloud and we left behind a massive smoking crater.”

Lifting his head, Sideralis looked at Mustang. “Does this make you happy?”

Mustang nodded, her head bobbing. “Yeah, yeah it does… moments like that one, when I am smacking down bugs with a steel girder, moments like that make my whole sucky life feel worth it. Everything I’ve endured, all the suffering, all the changes done to my body, it’s all worth it when I can finally just let go and do what I was made to do. I was made to replace an army.” Mustang waved at the apartment around her. “Here, I’m just sitting around, bored, with nothing to do. But on the battlefield… on the battlefield I can make a difference.”

There was a knock at the door. Three heads turned and looked. It happened again, a soft rapping, a gentle touch. It was Stout who moved to answer the door and Mustang’s ears pinned back. Mustang raised a foreleg and there was an ominous hum as she pointed it at the door. Sideralis realised that Mustang was still armed and primed for combat, she had never been turned off, and she was taking precautions to protect him. He hoped that the pony at the door was not hostile.

Stout opened the door and Sideralis saw a silvery white pegasus. Thunderclap. Sideralis’ eyes narrowed, he wasn’t sure he liked Thunderclap. Mustang’s foreleg dropped down beside her with a soft hum.

“Good morning,” the general said in a soft voice that was quite different than the voice he had spoken with during the execution. “I wanted to speak with you… I’m going to be very busy later, and I apologise for stopping by at such an early hour.”

“Stay,” Sideralis replied, lifting his head from his bowl of granola.

“You want to talk about something, obviously. Make yourself comfortable. Be respectful,” Stout said to Thunderclap. “Care for some coffee or tea?”

“No thank you.” Thunderclap gave Stout a soft smile as he sat down at the dining table near Sideralis. “You look so much like Luna—”

“Princess Luna.” Mustang’s voice was a low growl.

Thunderclap raised an eyebrow and looked at Mustang. Stout cleared her throat, glanced at her sister, and then looked at the general. Sideralis returned to lapping up milk and slurping in soggy granola from his cereal bowl.

“Don’t mind her, she’s still has royal guard protocols activated.” Stout gave her sister another glance.

Thunderclap smiled, a soft, gentle smile. “You look so much like your mother. I was her general… but I was also so much more. I was Princess Luna’s most trusted advisor, her friend, and in our most private moments, I was her lover.”

“Woah, woah, woah… you don’t get to do that to Sid, you don’t get to walk into my home and just say, ‘hey, I fucked your mother!’ and get away with it!” Stout’s lip curled back from her teeth.

“He was bound to hear it sometime, probably from some other source, I wanted him to hear it from me… look, I didn’t come here to cause trouble, I came to establish some kind of rapport… Princess Luna asked me to be here.” Thunderclap’s ears perked forwards and he glanced at Stout and Sideralis both.

Sideralis watched and waited, saying nothing.

“I know that you never get a second chance to make a good first impression… you saw me when I was at my worst… it bothers me that we met under those circumstances. I so wanted us to meet during a happier moment, but life just didn’t allow that.” Thunderclap slumped down, one wing extended, and he rubbed his muzzle.

“Why are you here?” Mustang asked around a mouthful of granola.

“Princess Luna asked me to be here to give Sideralis advice if he needs it,” Thunderclap replied, squirming a bit and looking uncomfortable.

“Wait… waitaminute… you… you’re here to give Sideralis fatherly advice if he needs it.” Stout leaned over the table. “Admit it, Princess Luna wants you to look after her colt.”

“Yes.” Thunderclap’s head dropped and he looked down at the table. “This is very difficult for me, I ask that you be respectful. There are so few ponies that my Luna trusts. She asked me to look after Sideralis… a foal not even my own…” Thunderclap’s words trailed off into a low, pained moan.

Sideralis chewed his granola and swallowed it in tiny amounts.

“You know, I can respect that,” Mustang said as she relaxed her guard, “it takes some pretty big fucking balls to look after a foal not your own… I can’t imagine how hard all of this is for you, not being able to save or protect Princess Luna from what is happening to her.”

“Hmm.” Stout looked at the stallion, one of her ears twitching, and she could not help but notice that Thunderclap was on the verge of tears. The gruff general who had so callously executed traitors the day before was gone, replaced by a seeming stranger.

“Princess Luna and I talked about having a foal together… through a surrogate of course. We had to hide our relationship to avoid scandal. I am one of the few ponies that Princess Luna trusts with the secrets of her heart… I miss her so much, these past twenty years have been hard… I’m so afraid that I’m going to die of old age and never get a chance to see her again.” Thunderclap slumped over the table. “I’ve held it all together for her… I’ve worked to keep Twilight safe and in power. I’ve brought ruin to Twilight’s enemies. Princess Luna made me swear to hold the Empire together… I was to be its guardian… I’ve had to do terrible things to keep my promise.”

“We’ve all had to compromise our values because of this war,” Stout said, her demeanour now one of gentle comfort. “None of will come away from this unscathed.”

“Princess Luna, as sick as she was… she gave me orders… she sent me away… she made me give her a promise that I didn’t know if I could keep… said she would geld me if I failed her and allowed the Empire to fall to ruin.” Thunderclap closed his eyes and rested his head upon the table.

“I have learned that my mother has impossibly high expectations from those she loves and trusts,” Sideralis said after swallowing his well chewed food. “I learned that last night, actually.”

“I had nightmares all night… I cannot help but wonder if Princess Luna was the cause… I worried that when I came here, you would think I was a monster, that you would hate me, that you would send me away, and that I would fail in my duties because of how you saw me yesterday… Sideralis, you… you have to believe me when I tell you, I am not that kind of pony… at least, I wasn’t… I’ve had to… I’ve been forced to… the things I had to do to keep Twilight in power for the past twenty years… her rule has teetered on the edge… I have had to do every despicable thing you could imagine to protect her… and now, I fear she hates me.” Thunderclap closed his eyes and heaved a sad sigh.

“She’s pretty angry all right,” Stout said, shaking her head. “You put her in a bad spot, making her pull that lever. She’s going to have her feathers ruffled for a long time.”

“So, by extension, it is safe to assume that you would do anything to protect Prince Sideralis and keep him in power.” Mustang pushed away her empty bowl and gave the pegasus across the table a flinty one eyed stare.

Thunderclap opened his eyes. “Princess Luna holds me accountable for his well being, I have no say in the matter. How could I refuse her?”

“So… you’re not so different than we are,” Mustang said, a lopsided scowl appearing on her muzzle.

“I don’t understand.” Thunderclap tilted his head to one side.

“Nevermind.” Mustang looked at Sideralis and watched as milk dribbled from his chin. “It is my opinion that you would be wise to trust him. I understand that you are probably upset after what happened yesterday, but sending him away or refusing to deal with him would only hurt Princess Luna’s, and, by extension, Princess Celestia’s plans. One simply does not cast aside a powerful, loyal resource.”

Sideralis blinked, feeling confused. “Mustang… um…”

“My royal guard protocols extend to a library of directives to keep you safe, secure, happy, and protected. These directives include looking after resources, offering helpful advice, and protecting those who are of a direct benefit to you. General Thunderclap and the pegasus Thunderclap are two very different ponies. It is my advice that you get to know the pegasus known as Thunderclap for private engagements and that you keep General Thunderclap close as an advisor for public engagements.”

“Stout?” Sideralis looked over at the mare who had been his companion since waking up.

Stout gave a slow nod.

“Very well then,” Sideralis said, lifting his head. He smacked his lips and looked at Thunderclap. “Just keep doing what you’ve been doing, I suppose… but I have a request…”

“Yes?” Thunderclap turned and looked Sideralis in the eye.

“Try not to kill more ponies, if it can be helped. I’ll admit, I don’t know very much about politics and my knowledge of what is going on is limited, but we’re supposed to save ponies. We need them so they can go home once this is over.”

“Yes, of course.” Thunderclap bowed his head.

“And you need to talk to Twilight, but I would give her a few days to cool off… maybe try telling her the truth… reveal to her what has really been going on and all of the things you have had to do. Just be honest with her. If you would like, I’ll even join you.” Sideralis thought about his therapy sessions. “Hiding a problem never makes it better.”

“Thank you, so very much for giving me a chance.” Thunderclap let out a sigh of relief.

“Stay with us for a while, spend some time with Sid. He could always use a new friend.” Stout smiled at the older pegasus and tried to be inviting.

“Sorry, but I really must be going. I have to keep the empire from crashing into the dirt.” Thunderclap rose, standing up, and he gave his wings a stretch. “Prince Sideralis, I understand the awkwardness in the situation, but Princess Luna wants me to be a father figure for you. Anything I can do for you, I will. I am not a perfect pony.”

“But you are a loyal pony,” Mustang said, glancing at Sideralis, “and that goes a long way.”

“When you have more time, come and talk to me.” Sideralis, worried about his mother’s task for him, was glad to have somepony to go to for advice, if he needed it.

Author's Note

And here, we see some different sides. Make of them what you will.

Chapter 31

“So… I want to know… how is it that you know so much? Like your protocols… you said that you have libraries… I don’t understand,” Sideralis said to Mustang as he rolled a red rubber ball forwards with a push of his hoof.

Mustang caught the ball, stepping on it, and rolled it back towards Sideralis with a gentle kick. “Queen Chrysalis has her drones study a subject extensively, gather as much research as possible, and everything that her drones know, Chrysalis knows. She then takes that knowledge that she has and dumps it into our heads by touching minds with us. We’ve been modified a bit to make it easier. It allows us to learn all kinds of stuff with astonishing ease.” Mustang watched as Sideralis bopped the ball with his hoof to make it stop. “Chrysalis took a whole bunch of knowledge out of Mjölna’s head, engineering stuff, and then put it into Apple Bloom’s head. Apple Bloom is a natural builder, she’s a handy pony, no doubt about it, but now, she has an extensive library of engineering knowledge. As Mjölna’s assistant, she’ll learn even more. Apple Bloom learned an entire lifetime’s of knowledge in seconds. It’ll take her brain a while to sort everything out.”

Sideralis kicked the ball over to Mustang, mindful that Stout was watching his every move, making certain that he was making progress with his coordination. He turned and looked at Stout. “Is this how you learned nursing?”

Stout sighed. “A little. I’m uncomfortable with this method of learning.”

“My sister learned by following Flutterbutter around, always hiding under our mother’s legs, and paying attention to everything being said and done. As a filly, Stout knew more about practical nursing than most adults… and all of this without a huge knowledge dump. She was trusted and her skills were valued.” Mustang looked at her sister and gave Stout a half-smile as she kicked the ball back to Sideralis.

“I could understand why some ponies might feel threatened by ponies like you and Stout. You’re faster, you’re smarter, you’re stronger, you are vastly superiour in every way that matters… I suppose that I could even understand why some ponies feel the need for inhibitors… even with that understanding, I cannot help but feel that they are wrong.” Sideralis stopped the ball with his hoof, and then rolled the ball around beneath his hoof, flexing his fetlock and giving his leg a good stretch.

He blinked a few times, trying to think of meaningful words, and then continued, “But I do not agree. You do not cripple a genius that might contribute to the greatness of others. You do not hamper a soldier that might defend your home. You do not hold back a unicorn that might use their magic for great purposes. I’m an alicorn… I probably have phenomenal mystical powers… I probably have terrifying magic, perhaps even enough to level whole cities and wipe out hundreds of foes in battle… and the thought of somepony hobbling me because of what I am… because I exist… the thought sickens me. Both of you were created with the hope that you would save your fellow ponies, but your fellow ponies have wronged you.”

“I suppose they have,” Stout said, her words hesitant.

“Mustang, have you ever hurt a pony when you are angry?” Sideralis asked.

“No, no she has not,” Stout replied before her sister could. “But ‘Stang has scared quite a few ponies in her fits of rage.”

Sideralis slumped, his wings drooping. “But she has never hurt a pony?”

“Only a few times, working as a guard for Twilight. She has incapacitated a few ponies… now that I think about it… ‘Stangy was rather gentle… she could have thumped those ponies good and didn’t.” Stout’s lone eye narrowed and she began to rub her chin. “Mjölna and I on the other hoof, we’ve killed other ponies.”

“Look, I’ll admit to being really super pissed off about a lot of things, but the idea of hurting my fellow ponies makes me feel awful. I suppose I’m just a natural bitch about things.” Mustang shook her head and watched as Sideralis kicked the ball towards her. She locked onto target, gave the ball a swift kick, sent the ball flying, bounced the ball off of the wall, then watched as it bounced off of the kitchen table edge, and then, POW! the ball slammed into Stout’s head. “Yep. Natural bitch.”

Stout glowered at her sibling. “You’re adopted.”

“So are you!” Mustang grinned, glad to see that she gotten a rise out of her sister.

Still glowering, Stout rolled the ball over to Sideralis and then looked at her sister. “No rough housing in the house. If we wreck this place, Fluttershy will ruin the both of us and poor Sideralis will be complaining about cybernetic equine abuse as Fluttershy dismantles us.”

“Aw… I hate it when you’re right.” Mustang’s lower lip protruded in a pout.

The ball was forgotten when there was another knock upon the door. Mustang’s ears perked forwards and her foreleg raised, pointing at the door. A low hum could be heard as she armed herself. Stout rose up into a standing position and then moved towards the door. As she crossed the room, there was another knock.

Stout opened the door and a very frazzled Twilight Sparkle stood on the other side. Her eye was red and bloodshot. Her mane had not been combed and stuck out in all directions. One ear twitched and the corner of her mouth had a noticeable tic.

She stomped past Stout, not even bothering to say hello, advancing upon Sideralis. Twilight sucked in a deep breath, filling the room with a noticeable wheeze, and shoved her way past Mustang, who was lowering her leg and powering down her weapon.

“How could you?” Twilight demanded, her eye glistening with tears. “How could you do that to me? I know you did it, don’t deny it!”

“What’d he do?” Stout asked, looking concerned.

“HE KNOWS WHAT HE DID!” Twilight snapped, stomping her hoof for emphasis.

“The guilt called, and I was compelled to answer,” Sideralis said to Twilight.

Oh, darling, please, do be careful. Be gentle… be the good pony that I know you can be.

For once, Sideralis was glad to hear that little voice in his head. He looked at Twilight, whose mouth was moving, but no words were coming out. A tear slid down her cheek. Her wings drooped at her sides, and then, with a muffled thump, she sat down upon the floor, her front legs shaking from the strain of holding herself up. Another tear rolled down her cheek, slipping from the corner of her eye.

“Mustang, I’m sorry!” Twilight launched herself at Mustang, slamming into her with terrific force. She wrapped her forelegs around the confused mare, squeezing her, and crying into Mustang’s neck.

“I’m not sure I have a protocol for this, and even if I did, I can’t self activate.” Mustang sat there, looking very confused and out of sorts. “Um…”

“Twilight, the right thing must be done,” Sideralis said, trying to be gentle.

“It’s not that simple,” Twilight replied as she sniffled and sobbed against Mustang.

“Twilight, Mustang has more to fear from regular ponies than regular ponies have to fear from her.” Sideralis, with a great deal of effort, managed to extend his wing, his tail flicking, and rubbed the side of his face where it felt itchy. And a little wet. He blinked a few times. “The inhibitors restrict her for the sake of protection… but who or what protects Mustang from the ponies that wish to hurt her?”

Twilight’s sobs intensified and she pressed her face against Mustang’s neck.

“I still don’t know what is going on… I feel weird, real weird… I don’t have a protocol for this.” Mustang squirmed and began to look uncomfortable. “I was modified for combat and the technicians stripped away everything they felt wasn’t necessary… what do I do?”

At the sound of Mustang’s words, Twilight sobbed even harder.

“Mustang, I… I don’t even know where to begin.” Sideralis licked his lips, feeling nervous. “I went into one of your nightmares… you were having surgery… and you felt everything—”

“Oh shit…” Mustang muttered as she slowly wrapped a foreleg around Twilight.

“My mother instructed me to take this memory and allow Twilight to experience it as a nightmare,” Sideralis continued.

“Oh… fuck… everything.” Mustang pulled Twilight a little closer. “You asshole!” Mustang’s ears twitched and her face contorted for a moment, taking on an expression of pain. “Ah, fuck me, my royal guard protocols don’t like it when I call my prince an asshole, even though he is!” Mustang contorted and jerked again, her whole body spasming. “You insidious asshole! How could you do that to Princess Twilight? How could you do this to me? Now I have conflicting directives! I’m supposed to protect both of you, but my directives are saying I should thump you for hurting Princess Twilight.”

Mustang jerked, her whole body twitching. “Directive fault error, cannot process directives.” Mustang’s voice was cold and mechanical. Once more her body twitched and then, she went still. “Asshole!” she muttered one last time, before going silent.

“What happened?” Sideralis asked, feeling worried.

“She shut down because she had conflicting directives. She’s crashed,” Stout replied.

“That’s horrible!” Sideralis stumbled forwards, trying to reach Mustang. “Turn her back on! This is awful… ponies… ponies shouldn’t just shut off when they get confused! This is so very wrong!”

Sobbing, unable to reply, Twilight nodded as she rubbed Mustang’s unresponsive body.

“I’ve turned off her protocols… she’s going to wake up… well, the way that Mustang always wakes up,” Twilight said as she stepped back. She watched as Mustang’s body jerked, her ears twitching, and a low mechanical thrum came from within her barrel.

“You horrid little cock dribble!” Mustang snarled as her eye opened. “You filthy, horrible, rancid little glob of dick cheese scraped from a diamond dog’s penile sheath!” Mustang rose, standing up on all fours, and her ears pitched forwards, pointing at Sideralis. “May the fleas of a thousand camels infest your hairy, wrinkled ballsack!”

“Okay, that’s enough.” Twilight reached out and prodded Mustang. “I’ve made a modification, you should be able to turn your royal guard protocol on and off on your own. When I’ve made a decision about what I need to do, there will be more changes. Mustang, I’m sorry, but I have failed you.”

“Yeah, you have, you horrible cunt,” Mustang replied, now turning her angry eye upon Twilight Sparkle. “You let them carve me up, not just once, but twice, even after giving me your promise that it would never happen again, you worthless twat nugget gobbler.”

Twilight took a step backwards and closed her eye, her lips pressing together into a straight line. “You’re angry. And it is time I acknowledged that.”

“You’re damn right I’m angry! And every fucking time I get angry, I get something activated or something turned off so I am forced to stop being so angry, you clitty lint sniffing gash goblin!”

“I am really, really glad that Flutters is off somewhere doing nice things for injured ponies.” Stout took a deep breath, looked over at the front door, looked back at Mustang, and then shook her head.

“I apologise… I know I’ve said it before, you don’t have to believe me, but I really am sorry… and I really am going to try and make this right—”

“Oh fuck off, I’ve heard that before as well! I’m sick of your lies, every word that comes out of your mouth is utter shit! No, worse than shit! It’s like your mouth is really your asshole, but your words are worthless! At least pony shit is useful, it makes gardens grow… your words make things die! Everything you say is either appeasement or a lie! So you can just take your promises and you can go and fuck the fuck right fucking off, you fucking fuck faced fucker of fresh fucked fucks!” Mustang turned, doing so with so much force that her tail slapped Twilight in the face. She stomped towards the front door and shoved Stout out of her way. “I’m going to go roll in the grass so I’ll feel better! Leave me the fuck alone!”

Twilight, who stood open mouthed, watched as Mustang left. Much to her surprise, the door did not slam, but was closed gently. Outside in the hall, Twilight could hear more cringe inducing profanity spewing forth.

“She took that better than I thought,” Stout remarked as she turned to look at Twilight, “all in all, I’d say that you got off lucky.”

“My ears hurt.” Sideralis shook his head, causing his ears to flop around. “I feel like I need a shower.”

Stout, hearing Sideralis’ words, began to laugh.

Author's Note

Mustang ate a lot of soap growing up.

Chapter 32

Staring out the window of the speeding monorail, Sideralis watched as the countryside passed. He couldn’t see much, but his daytime vision was getting a little better. He saw lots of green, but could not make out distinct details. Mustang was sitting across from him, and Twilight was beside her. Stout was sitting next to him.

Mustang was chewing gum, smacking her lips and going at it with great enthusiasm, much to Twilight’s annoyance. The car was filled with the sweet scent of bubblegum, a smell that made Sideralis think of school and his many memories of the place. His many false memories of school… all triggered by a scent that he had never actually smelled while he was in said school. His entire life was nothing but falsehood.

It was troubling, knowing that all of your experiences, all of your memories, the entire summary of your life was all a well manufactured lie. Scents that caused him to associate with certain memories… all of it programming.

“Maredina is now Equestrian soil… the Saddle Arabians gave us a whole city…”

Sideralis barely even heard Twilight Sparkle’s words. He continued to stare out at the city, thinking about how he, Stout, and Mustang were not so different. He was programmed to. He had knowledge that had been dumped into his brain. How did he know how to read? When had he learned how to speak? Somehow, the entirety of his false experiences still had real elements to them. Why? Did knowing how to read somehow help break down his mind? Was it done to make him more submissive somehow? What had been the point, the purpose? And what of his experiences before? The stuff he couldn’t remember? The stuff that had been… erased. What had been done to him before? Had he been tortured?

Darling, don’t think about that, lest you begin to remember, please?

“An entire city for us to call our home… I can’t believe they would do such a generous thing… I’m having trouble taking it all in. In moments like these, I am reminded of Rarity. I miss her. You know, I haven’t had a nightmare about her in quite some time…” Twilight spoke in a distracted way, as if she was thinking out loud.

Facing his own distractions, Sideralis could not even begin to figure out how to put everything he was feeling into words. What would Doctor Withers say? What helpful advice would she have? Double your medication and do an assignment. Find a filly, fall in love. Love. Go and work on trying to love your mother. Go and work on trying to love your father. Do your therapy assignments and work on loving your parents. Love. Not only was Doctor Withers working on wearing down his will, but she had been trying to coax a better meal out of him. Sideralis jerked his head away from the window when Mustang popped her gum loud enough to make everypony’s ears perk up.

“Still having nightmares though.” Twilight Sparkle leveled her stony stare upon Sideralis and felt irked that he didn’t even notice. She noticed that he was distracted. The lights were on, but nopony was home. His head turned to stare back out the window.

Synthetic. Sideralis cringed at the word. He was synthetic. He thought about Stout and becoming like her. He wanted to be like her. He had a synthetic life, he had synthetic memories, what he needed now was a synthetic body. A mechanical body that would match his synthetic mind, filled with artificial experiences. He could start over… a new body. A new body to go with his new mind, a mind that sprang into existence six months ago, a new collection of memories after the old batch had been wiped. He would embrace his synthetic nature.

It was strange, feeling as though one was in the wrong body, but Sideralis was feeling it now. For whatever reason, he wanted what Stout and Mustang had; he would make it his own. This body was a clone, something made without permission, but, becoming something else, something more, that was a choice. He would finally have a say in his own life, over his own body, the outside would match the inside. It would make him real.

“You go racing towards your destiny, undaunted, fearless… you do well, Starry One.”

Sideralis blinked and looked at the pony speaking to him. An alicorn. White. Beautiful. She had a tree for a cutie mark. Her wings had silvery white feathers. Her eyes were strange, shifting colours, red, blue, orange, green, a shade of dark purple, and then purple-pink. Her mane flowed in the same colours as her eyes, ever changing, blowing in an invisible breeze.

He was dreaming; he must have dozed off. There was soft forest loam beneath his hooves. A cool wet smell filled the air. He breathed deep, taking it in, it felt good. He was tempted to drop and roll.

“Who are you?” Sideralis asked.

“I do not have a name,” the alicorn replied. “Nor do I have a shape, either. I have appeared to you in a form that you would understand. I have wanted to meet you for quite some time.”

“Meet me? Why?” Sideralis looked around at the trees, they were covered in little green vines, leaves that glistened with moisture twinkled in the rays of golden sunlight that pierced through the canopy of trees.

“You are the catalyst of an epoch.” The alicorn mare smiled.

“I don’t understand.” Sideralis looked at the strange mare, his wings fluttering.

“When things need to happen, alicorns usually appear. When unicorn magic began to grow weaker, affecting the movement of the heavens, Celestia and Luna appeared. When Love needed a body, Cadance appeared. When Friendship needed a voice in the world, Twilight Sparkle manifested.”

“And me… why am I here?” Sideralis asked.

“Follow me,” the mare replied, stepping away.

Doing as he was bid, Sideralis followed after the strange mare, following her through the living forest. Birds chirped. Bugs buzzed. And Sideralis, he pranced, taking advantage of the fact that he had full control over his body while he was dreaming. He walked with his tail flagged, streaming out behind him, his head high, bouncing with a light step as he trod upon the spongy loam.

The mare came to a halt beside a pool of water. Sideralis pranced up beside her, smiling, cheerful, and then looked at the water. It looked cool and refreshing, inviting, wonderful. Sideralis wanted to throw himself into it.

“Have a drink,” the mare said, extending her wing and pointing at the pool.

“Sure, why not… go drinking from strange ponds in dreams… seems reasonable.”

The mare laughed, making a musical sound, her eyes wide and merry. “Laughter… the element that so few understand. It is your gift, you know. It is what makes you special and well suited to the task ahead.”

Sideralis lowered his head and kicked his front legs out to the sides, lowering himself down for a drink. He stopped, his nose inches from the water, he could see himself, but he also saw other things. The pool was full of moving images.

He saw Stout and himself. She had wings and a horn. She looked different. He looked different. He had wings, but they were mechanical looking, like Stout. Strange wings, with metallic looking blades for feathers. He was bigger, bulkier, lumpier, like Stout.

But what made him stare were the line of foals prancing behind him and Stout. They too, were lumpy, oversized, bulky, heavy with muscles. One of them had wings, the others did not. One had a horn. And one, one appeared to be an earth pony.

“They’ve been modified,” Sideralis said, his lips almost touching the surface of the water. “That one has mechanical wings just like Stout and I do in the water.”

“They have not been modified, they were born that way,” the strange mare replied, lowering her head down beside Sideralis’. “You see before you the birth of a new tribe.”

“What?” Sideralis sucked in a deep breath, his sides expanding like bellows. “How?”

“A new age and a new era approaches. New technologies emerge. We race towards an uncertain future. A new tribe of ponies is now beginning to emerge.” The mare touched the water with her nose, and the images changed.

Sideralis saw a group of earth ponies, they looked frightened, afraid, they moved together in a herd, relying on the safety of numbers. The image shifted and Sideralis saw crude cultivation. Farms. The earth ponies had grown plants.

“In the beginning, they endured. Somehow, the earth ponies planted the seeds of equine civilisation. They did the impossible. In a world that was hostile to them, they clung to life and they persisted, and it was like this for a very, very long time.” The mare lifted her head a little, smiling, and as she blinked her strange, ever shifting eyes, the image in the water changed again.

Sideralis could see pegasi now. Some of the ponies had wings, but they were few in number. The pegasi kept watch over the earth ponies and moved clouds around, they were changing the weather to help the crops grow. Some of the pegasi fought with monsters that tried to eat the ponies.

“Thus began the age of civilisation. Cities began to form. Ponies stayed put, living in one place, tilling the land, and with the appearance of wings on some ponies, those ponies began to manage the weather and keep their earth based counterparts safe.” The mare reached out her wing and touched the water, causing the image to shift again.

Unicorns. Sideralis saw horns on some of the ponies. As he watched, a unicorn zapped a manticore that was trying to gobble a pegasus. With unicorns came organisation and construction. The unicorns built walls, lifting heavy blocks of stone. Fortifications grew, moving in fast forward, in a blur. Towers were built. Castles. Walls.

“The alicorns began to appear… Celestia and Luna were not the first, but they are the ones that most little ponies know and love. Civilisation expanded and grew… with the introduction of each new tribe, a new epoch began. And now, we witness the birth of a new tribe, the tribe that will usher in the era of technology. Your descendants, like the earth ponies, the pegasi, and the unicorns before them, will be uniquely suited to adapting to the new era.”

“So… Stout and I are going to have foals and they’re going to be born with cybernetics?” Sideralis blinked, trying to internalise this somehow.

“Organic mechanical technology.” The mare lifted her head away from the water. “You have to come to me, Sideralis. I will make all of this possible. You and your descendents will rebuild Equestria. The old must be cleared away to make way for the new. You and yours will not only be capable of great destruction, but also of great construction. You and your kind will make cities grow in the same way that earth ponies make plants grow. You will know the city, its health, its needs, what it needs to continue growing, very much like how earth ponies commune with plants. Your hooves will be rooted on blacktop, upon concrete, upon steel girders, and you will feel the life of the city. You will build soaring towers in much the same way that unicorns did, gleaming structures of glass, steel, and concrete. Your kind will be the city keepers, the protectors, the guardians, you will build homes, you will keep the little ponies safe, secure, and happy. You will be the constructors of the new era.”

“Why us?” Sideralis asked.

“Because, somepony has to,” the mare replied, now looking sad. “There were great cities in Equestria, wonderful cities, but growth was out of control… much harm was being done. There is much that goes into the management of a city. It was not being done very well. Pollution was a problem, there were water issues, food issues, housing, shelter, transportation, distribution of resources, the technology raced ahead, but the ponies were ill equipped to deal with everything as the technological epoch approached. There was no balance, there was no careful, cautious, cultivated growth.” The mare looked Sideralis in the eye. “You and your kind will grow cities in the same way that earth ponies grow orchards.”

“Wait… that is how Mariposa wormed her way into Equestria, isn’t it?” Sideralis asked.

The mare nodded, looking hurt. “Untreated sewage became breeding grounds for her. The water system for the big cities, poorly managed at best, became a means to deliver parasites. Those who lived in large cities and towns were hit the hardest by the plagues. Poor sanitation aided Mariposa’s efforts. Some parts of Equestria were thoroughly modern, other places were little more than crude settlements. Ponyville had thatched roofs, places where fleas, mites, and other parasites made their home. The quaint provincial stylings of Ponyville proved to be part of its downfall. The sewage system that drained out into a river was a key factor in its own demise. Mariposa saw weakness and she exploited it.”

The water rippled and the images changed again, returning to a happy looking Sideralis and Stout running through a field of green grass together, little foals running behind them. The ponies shrank, becoming small, and in the background, a city appeared. It was neat, orderly, the buildings were uniform, with the largest in the middle and everything becoming smaller as the city radiated outwards. The city was beautiful, gleaming in the light.

“You never did have a drink,” the mare said.

“Oh.” Sideralis lowered his head a little more, until his lips touched the water. It was cold, so very cold. He shivered, the cold traveling through his body. He opened his mouth and took a drink. The water was cold going down this throat.

Beside him, the strange alicorn mare began to laugh, and then, much to Sideralis’ surprise, he was shoved into the ice cold water. It was cold, freezing, and the strange mare’s laughter echoed in his ears.

“No one ever expects the Element of Laughter,” the mare said, still laughing as Sideralis flopped around in the water, now soaked and shivering.

Author's Note

Next chapter: the vault.

Chapter 33

The Cyclops facility was still under heavy guard and The Ouroboros floated overhead. Sideralis blinked his sleepiness away as he stood on the train station platform. Damage had been done to the building, it looked like some fierce battle had taken place outside. He remembered the explosions, the feeling of the whole building shuddering. He didn’t know everything that had gone on that day, and he wasn’t sure he wanted to know. He knew that Queen Chrysalis and Queen Acherontia had saved the city and the research facility, restoring order, bringing calm, and pacifying the populace. Those loyal to the traitors had been rounded up, but Sideralis had no idea what had become of them. He hoped that they had not been killed.

Already, some of the details of his dream were fading, but he remembered that he and Stout had little foals. Little mechanical foals. It was a wondrous thing and he was curious how it would work. All of Stouts various bits were living things, powered by love.

The Ouroboros was powered by love. Sideralis looked up. The Ouroboros was a city of sorts. A floating, flying, self sustaining city that produced everything that was needed for the entirety of the crew. Suddenly, he knew how future cities would work, cities whose growth was powered by love and harmony, cities cultivated in much the same way that earth ponies grew orchards. Cities would be started with seeds, grown, then tended to and nurtured for the good of all those who lived within their confines.

As Twilight Sparkle stood talking to somepony, Sideralis stared off into space, a satisfied, contented grin upon his face. The sun was warm against his skin and he was certain that his vision was getting better in the sun.

“Sid, you alright? You seem a bit more out of it than usual… you’ve been out of it since your little nap. Do you need to lay down and rest some more?” Stout prodded Sideralis, she was worried about him.

“I’m fine… I had a nice dream.” Sideralis turned his head and blinked, bringing Stout into focus. She was pretty, really very pretty. She was so giving, so warm, so nice.

“What did you dream about?” Stout asked.

“You and I had a whole herd of foals following after us as we were running through a green field,” Sideralis replied, his ears perking forwards. He saw Stout’s lone eye go wide and he could see her whole body tensing. Her ears tilted forwards towards him. Somehow, she was even more beautiful like this.

“We did what when?” Stout blinked, staring at Sideralis, a look of stunned shock upon her face. “We had what… we… um…”

Sideralis giggled like a school colt as he looked away from Stout, something about her stare made him feel funny. His cheeks burned and the heat was spreading up to his ears. As far as futures went, it was a future that he didn’t mind. He didn’t think Stout would mind either. Stout, a pony that liked giving, would probably make for a very good mother.

“Awww, look, my sister is happy… now I feel happy… argh, I hate sappy moments… damn.” Mustang got up and moved away, shaking her head, but there was a smile upon her face. She went over and stood beside Twilight, looking protective.

And happy.

“Stout, you said we were very compatible personality types,” Sideralis said to Stout, still giggling and feeling rather happy himself. “This is what you wanted, right?”

“Yes,” Stout replied, after a moment of licking her lips and squirming.

He could not help it, Sideralis thought about Doctor Withers as he looked at Stout. He had found a filly. He was following through with his treatment plan. After some effort, he managed to raise his eyebrow and he turned to look at Stout.

“So… want to go on a date with me sometime?” Sideralis asked.

Much to his relief, he saw Stout nodding.

The Cyclops Science and Research Center had been cleaned up since the unpleasantness. The scorch marks were gone, all of the signs of fighting had been scrubbed away, the many injured had been dealt with, though Sideralis did not know where all of the ponies who had holes bored through their knees had gone. The lobby was calm, serene, there was no way anypony could tell that just a few days ago a fierce battle had raged and he had begged his protectors to spare the lives of those seeking to harm him.

Sideralis wasn’t sure what killing accomplished. If all of the ponies he was supposed to protect were killed, he would no longer have a purpose. He supposed punishment was in order, but he wasn’t sure what. He thought about the hanging, shuddered, and decided he needed a distraction.

“I need a root beer,” Sideralis announced, making a request that he knew surprised nopony. He watched as Twilight Sparkle stopped in her tracks and he heard a low sigh coming from her.

“The Empire has come to a peculiar state,” Mjölna said in a low voice, “of all the ponies we could have running the show… tribal separatists, despots, military generals who keep the city under martial law, there is an alicorn... and all he wants is root beer. Not gold, not riches, not more power, not arcane spell books,”—Mjölna stared at Twilight, her ears perking forwards—“just root beer. I must say, the change has been refreshing. I like this new era that we’re entering.”

Mustang started snickering at Mjölna’s words and almost swallowed her gum.

“Look, we don’t know the state of the various libraries of Equestria under Mariposa… I knew that there was a powerful spellbook in that ruin, I could sense the magic coming off of it. It needed to be preserved.” As Twilight spoke, she adjusted her eyepatch.

“You neglected to tell me about the cragodile infested swamp filled with lurking pony eating horrors.” Mjölna shook her head. “You know, if I have a say in the matter, I’d rather guard Sid. His requests are more than reasonable. Plus… he’s funny.”

“I can be funny!” Twilight’s face contorted and she looked as though she had been chewing on a lemon. “Fine… let’s go to the cafeteria and we’ll get an early lunch.” Twilight’s lower lip protruded in a pout. “I can be funny.”

“General Thunderclap… I am surprised to see you here,” Twilight said in a cool voice as she gave the pegasus that approached the table where she was sitting a contemptuous one-eyed glare. “What brings you to Cyclops?”

The pegasus saluted, extending his wing, and bowed his head to Twilight. “I wished to see for myself that order was restored. It is of great interest to our benefactors that Cyclops continues to function. The Saddle Arabians have benefited greatly from the technological advances that have been made here. As always, I am looking out for the interests of others.”

Twilight’s outward demeanour softened. “I am still surprised by the generousity of the Saddle Arabians… giving us an entire city…” She raised her head high, bringing herself to her full height. “I’d like to know when you plan to end martial law, General Thunderclap.”

“It will end when the Saddle Arabians feel satisfied that the city is under control and stability has been re-established. Princess Twilight, if I had my druthers, I’d end it right now. But we are still arresting instigators and agitators. Some of Marigold’s mercenaries are still loose, having gone into hiding, and it is my intention to make certain that every single of one of them are hunted down.” Thunderclap’s composure broke and the old pegasus slumped, looking tired.

“How did Marigold hire all of those mercenaries?” Sideralis asked.

“Marigold wasn’t in Equestria when everything went down. She was overseas, with her father, doing some business deal with the zebras. She was still a filly... her family were the heads of Equestria’s industrial-agricultural complex. They controlled much of the nation’s food, and as such, had much of the power. They had an army of scientists, biologists mainly, and were said to have more wealth than the Royal Pony Sisters,” Thunderclap replied.

“Yeah, and with all those scientists that followed her blindly, all the more reason to check out that secret vault of hers,” Twilight muttered.

“Marigold was the sort of pony that threw money at a problem. She lost most of her fortune when Equestria fell, but because of her name, she had investors. So she threw other ponies’ money at problems. When she needed an army, she hired mercenaries. We’re finding out that she was up to all manner of shady dealings… it’s a good thing we hung her.” Thunderclap gave Twilight an apologetic glance. “Speaking of which, I’ll need to speak to you in private, Princess Twilight. There are… upsetting developments that I need to brief you on.” He looked at Sideralis, his eyebrow raising. “You too… I suppose I’ll be needing to brief you as well. Marigold… she did bad things. There is evidence that she might have been colluding with Queen Mariposa.”

“That is a pretty serious accusation against a pony no longer here to defend herself.” Twilight’s voice was low, soft, and just a little fearful. “Still, I know you Thunderclap, you wouldn’t say something like that unless there was substantial evidence to back it up.”

“Thank you, Princess Twilight, I am flattered that my reputation speaks for itself.” Thunderclap bowed his head.

“Why… why would anypony deal with Queen Mariposa?” Sideralis asked, feeling very confused and out of sorts by the very idea.

“Some ponies only care about profits and generating wealth. Marigold probably saw some future where she profited from Queen Mariposa somehow… I don’t know what goes through the mind of some ponies,” Thunderclap replied.

“But… why?” Sideralis leaned against the table.

Thunderclap shrugged, using his wings.

“Some ponies are so motivated by greed that they cannot imagine any other type of thinking. They believe that all ponies think like they do. Being generous is alien to them… so they make an assumption that all ponies are greedy, and because of this, everything they do is done to appeal to the greed of others. They tend to think that if both parties find the arrangement mutually beneficial, the relationship will continue on good terms so long as both are profiting.” Stout, once she was done speaking, looked at the ponies around her, and saw their surprised faces. Before anypony had a chance to say something, she added, “What? I spend a lot of time thinking about greedy ponies… I dislike them a great deal, my mother raised me to be a giver, not a taker. I would be ashamed of myself if I was that selfish.”

Sideralis stared down at his bottle of root beer, eyeing the pink and white striped plastic straw sticking out of the top of it. Were these the ponies he was trying to save? Did these ponies even want to be saved? These were the ponies he was supposed to serve. Saddened, he shook his head. “I dunno how I feel, being sent to save ponies like that.”

“Prince Sideralis?”

Looking up, Sideralis looked at Thunderclap, who had addressed him.

“Prince Sideralis…” Thunderclap squirmed, looking uncomfortable and uncertain. “Son, we have to save them because so many of them can’t save themselves. We save as many as we can, even those that might not appear worthy. Sometimes, they do things and we have to save other ponies from them… which is why those three had to be hung.”

Feeling awkward, Sideralis looked at the pegasus that had just called him son. He stared, not knowing what to say or how to respond. He didn’t know how to feel. He could tell that Thunderclap felt just as awkward.

“Ponies like Marigold would have sold us out for profit… maybe even sold us to Queen Mariposa, if she thought she could get away with it. Hanging her was necessary. It’s like Thunderclap said… sometimes, you can’t save a pony, you have to save other ponies from them. That bitch was going to have me recycled.” Mustang punctuated her words with a loud snort and her angry expression said more than her words ever could. She bared her teeth for a moment, her body trembled, and then, after grinding her teeth, she began to try and calm herself down, glaring a hateful stare at her half empty bowl of potato salad.

When Twilight slumped over the table, Mjölna reached out and patted Twilight on the back. The two mares looked at one another, but nothing was said. Just an exchanged glance and a nod of understanding.

“Try to finish up lunch,” Stout said to her companions, “we have Marigold’s vault to investigate.”

“Are you sure the door will open?” Mustang asked, eyeing the door with a wary, doubtful stare. After a moment of studying the door, she turned and looked at Mjölna. “I suppose after I was recycled, I would have ended up here, in this place. Good thing all of you showed up when you did.”

Sideralis, standing on his own, reached out a hoof, wobbling as he tried to balance on three legs, and touched the vault door. He closed his eyes and said, “Open.” He wasn’t expecting anything to happen, but something did happen. There was a loud hiss, followed by a buzzing. Sideralis stepped back as the door slid inwards a ways and then began to grind off to the side.

Those gathered outside the door were blasted by a powerful stench. The smell of antiseptic, of cleaning solvents, of formaldehyde, and other strange chemical smells. The overall effect was awful, and Sideralis found his eyes watering.

Peering ahead, Sideralis felt afraid. He felt a cold chill running up and down his spine as Stout and Mustang were the first to enter. Mjölna followed, and Sideralis went in with Twilight beside him.

After travelling down a corridor with a metal grate floor, they came to a long, narrow room. Flickering florescent lights filled the room with a harsh, diseased looking yellow glare. The room was filled with vats, tables, tanks, and strange consoles covered in blinky lights.

The first thing that Sideralis noticed in full detail was a pony floating in a tank full of yellow fluid that was sitting in the corner by the entrance. He let out a startled yelp, backed up, and tripped over his own legs.

Seconds before hitting the floor, he found himself caught in a bright blue telekinesis field. Looking up, he saw Mustang looking at him. He took a deep breath, still disturbed, and nodded in thanks as Mustang set him back on his hooves.

“Don’t be such a klutz,” Mustang said to Sideralis, looking very stern. “I have my royal guard protocols activated… if you got hurt, it would be very upsetting to me. Just… be careful.”

Sideralis peered into the tank, looking at the pony floating in the yellow liquid. Something was horribly wrong; the pony’s stomach had been opened and he had been hollowed out. The pony had no eyes. The pony was very strange looking, almost translucent. What had been done to the pony?

“That looks like a crystal pony,” Twilight said, standing beside Sideralis. “This room is full of crystals… it reminds me of the Crystal Empire. What was Marigold doing in here?”

“Another crystal pony over here in this tank too.” Mjölna tapped on the glass of the tank she was standing beside. “This one has been flayed and gutted.”

“The crystal ponies have unusual… unique even, silicate based physiology. We were only just beginning to study them and understand them when Equestria fell. Their bones are remarkably similar to glass, but stronger, denser, and more durable. This doesn’t make sense… there are crystal ponies here in this room… if ponies came up missing, especially those who were as rare and unique as crystal ponies, I’m sure I would have known about it.” Twilight stared up into the tank, looking at the body floating inside.

“So… these ponies existed off of the record… or were obtained for scientific study,” Stout said, looking angry.

“So we have dragons with steel-like scales, changelings with their chitin, crystal ponies that have organic glass like compounds and bioluminescent traits… what was Marigold doing exactly, trying to improve on Chrysalis’ design?” Mjölna moved away from the tank and began to look around the tables, which were covered in tagged, catalogued items.

“Unit 47 has no memory of what was done to him, his name, or anything. He has no knowledge of this place. His physiology is strange. He’s not like you, Mjölna, or any of you,” Twilight said as she moved near Mjölna and began to look over the tables herself. “I’m still waiting for more reports from Chrysalis to find out how he was made and what was done to him.”

“Seems like they were manufacturing slaves down here.” Mustang looked grim and angry. She prowled between the tables, shaking her head, her mouth quivering and her ears twitching.

Sideralis moved away from the tank and the poor, flayed pony inside. He walked between the tables, looking at stuff, some of it quite grotesque. There was what appeared to be a large skull of some kind, with long, pointy teeth, and it had been cut in half. Inside of the skull were strange crystals that glowed with a faint light.

Not far away, a small skull rested. A pony skull, it was unmistakable. It too, had been sawed in half and had weird crystals inside of it. Sideralis shivered and as he moved away from the pony skull, he wondered how the vault door had opened for him. He couldn’t even begin to guess the reason.

Near a workstation, a long table covered in tools, Mjölna called out to Twilight, “Hey, there is a whole bunch of those crystal spikes like the one pulled out of Mustang over here!”

Twilight hurried over, her hooves clicking on the pristine, white ceramic floor. Mustang followed as well, looking curious and angry, wanting to know more about what had been used to shut her down.

Sideralis found himself in front of a glass case, tall, narrow, made of shining steel and thick glass. Inside, mounted on a rack was a skeleton made of some not quite translucent material, cloudy looking, that almost appeared to be glass. He could see leg bones, ribs, the skull, the spine, everything was there. Inside the ribcage was a collection of shiny plastic internal organs, but they were strange looking, nothing like the organs he had learned in school when he took biology.

More false memories at work.

“It looks as though they were trying to find a way to reproduce what Chrysalis did, but without using changeling bioengineering,” Stout said as she studied a cloudy glass pelvis.

“Why?” Sideralis asked.

Stout shrugged. “Some ponies don’t like changelings. I guess, by extension, they don’t like us because we have changeling physiology grafted into us. It looks as though they were working to recreate us with alternative biotech.”

“No doubt to sell to the highest bidder,” Mustang mumbled, her face clouded over with anger. “Twilight, this is your fault.”

“How is this my fault?” Twilight asked.

“You and your damn inhibitors!” Mustang snapped. “You showed them that we’re appliances! That we could be controlled! You created the means that we could be exploited and now we’re seeing the factory where a new race of appliances would have been born… workers, labourers, soldiers, all of them docile, controlled, never rising up against their masters, doing their job, trapped in their existence… this is your doing!”

“I didn’t mean for this to happen,” Twilight replied, looking hurt.

“I might have been recycled into something like that mindless pony… I… just can’t deal with that… I can’t… look, I’m sorry.” Mustang ground her teeth together, making a terrible sound like metal being scraped down a chalkboard.

“Mustang, I’m sorry too… I’m going to fix this somehow.” Twilight looked at Mustang, gulped when she saw Mustang’s angry glare, and then looked away, unable to meet Mustang’s gaze. “Really, this was a mistake. I see that now. I’m sorry… for everything.”

“Just… shut up about it… I don’t want to talk about it anymore.” Mustang stomped off, snorting in disgust.

Sideralis moved along up the narrow aisle in the middle of the tables, his tail flicking, trying to see everything around him. He saw changeling pods in the back of the room, as well as strange vats that were covered over in frost and ice.

“There are changeling pods back there,” Sideralis said.

“I know, I saw them,” Twilight replied.

Sideralis stopped in front of a rack where something was mounted. Black, looked like changeling chitin, and it was in the shape of a tube. He stared at it for a moment, not knowing what it was. He blinked, stared some more, and then felt Stout bump into him.

“Spine baton. A new weapon design. Inside the tube is a little stinger. Using magic, the stinger can be propelled out of the tube and can be shot at enemies. The stingers can be bred for different effects, like paralysis—”

“Wait,” Sideralis interrupted, “bred? They’re alive?”

“Yeah, the spine batons are living things, modified changelings with simple brains. They’re powered by love and some kind of nutrient goo. They grow their own ammunition, a few seconds after firing, another spine grows. There are also digester batons.” Stout looked down at the baton and then up at Sideralis. “We have digester cannons on The Ouroboros. These weapons launch magical acid, it melts things down with explosive results. The breakdown of materials is so rapid and powerful, it can cause actual explosions, bursts of intense heat and energy. Organic weaponry is the next big thing, I think.”

Sideralis stared at the baton, feeling sad. “It’s alive… is it happy?”

“I dunno… it is a simple mind, like an ant, or some kind of bug. I don’t think it can feel happy, it just exists,” Stout replied.

“I don’t know how I feel about that.” Sideralis moved away from the spine baton and towards the back of the room with the changeling pods and the frozen over vats. There were more tanks in the back of the room as well, tanks filled with the bodies of ponies and yellow fluid.

Sideralis saw that there was more in the back, there were doors back here, doors not seen from the front entrance, doors hidden behind rows of tanks and vats. He approached, curious, his eyes glancing from side to side, looking at the many strange things around him.

“There’s doors back here,” Sideralis said to the others. He paused to look at a suit of armor. It was black, made of changeling chitin, or appeared to be. The armor was thick, sculpted, and looked as though it would fit a pony like a second skin. Sideralis found that he rather liked how the armor looked, it looked like something out of a movie.

He took a step forwards, then another, and then another, coming to rest beside a vat filled with what appeared to be a giant eyeball. It was puffy looking, weird, and was suspended in some strange, bubbling, sickly green fluid.

As Sideralis stared at the eyeball, the eyeball moved in the tank, rolling around to look at Sideralis. It was bloodshot, veiny, the eyeball was a disgusting thing, and it moved. Sideralis screamed, terrified, spooked by the sudden movement. He stumbled backwards.

The world around him exploded into shades of orange. Heat blasted him, and a rushing wind shoved him backwards. Sideralis heard something, it only lasted for a brief second, a whooshing sound, and then all he heard was a loud droning sound in his ears, almost like an endless beep. Pain tore through him as he was flung backwards, he felt a terrible pain in his sides and in his front legs. Lancing agony shot through his head and through his throat.

Everything became a confusing, chaotic jumble.

When Sideralis could see again, his vision was fuzzed over and colour had drained from the world. He couldn’t see out of one eye, there was only blackness. He was laying on the ground. Flames burned around him, tables were upended, the room was a ruin, but Sideralis saw none of these things. His eye focused on a strange piece of meat in front of him, his fading vision saw teeth and a tongue. Sideralis suffered the agonising realisation that he was staring at his own lower jaw. He couldn’t feel his tongue and he couldn’t touch his teeth together. The world was growing darker. It was hard to breathe, and growing harder by the second.

As the darkness began to consume him, Sideralis’ final thought was of Wisteria, wishing that she was here to comfort him. With a final gasp, Sideralis slipped below the waves in the endless sea of darkness.

Author's Note

I said this would end with a bang.

Chapter 34

There was a long, long list of things that Sideralis hated. He hated slipping into a cold bed. There was nothing quite so bad as wanting to get into a snuggly soft bed and then discovering that the bed was cold, so very cold against one’s skin. He disliked the shivery feeling of waiting for the bed to warm up, and he had been this way for as long as he could remember.

He hated getting up early and going to school. Wisteria was a morning pony, and she liked to tickle, like she was doing right now. He could feel something tickling the side of his face, trying to wake him up and get him out of bed. He fought the urge to wake up and drifted in the void that exists between dreaming and wakefulness.

Doctor Withers was pretty high up there on the list of things he hated. He didn’t hate her because she was a bad pony, he hated her because she was almost always right and he was almost always wrong. He was flawed, he had issues, he was broken, he needed fixing. Doctor Withers was a constant in his life. He hated her because she made him face everything he hated about himself.

He didn’t particularly care for the persistent hallucinations that he had. Seeing a ruined, broken down version of the world around him was unpleasant. He supposed it was all a part of his sickness. By extension, he hated the pills he had to take, he wanted to be a normal colt more than anything. He really did want to get better. His sickness made him different, and the other foals in school teased him, humiliated him, and shamed him for being different.

Peer pressure was on the list of things he hated, perhaps somewhere near the middle. The shame, derision, and ridicule of his peers vexed him and motivated him to get better. He wanted to fit in, he wanted to belong, he wanted acceptance… he hated being alone.

There was a strong dislike for the evidence of stupidity. Ever since Sideralis was young, he had grown to detest a number of things that reminded him of the idiocy of his fellow ponies. A turning point in his foalhood had been the discovery of a warning label on the peanut butter cookies that he loved.

May contain peanuts.

Of course it contained peanuts!

It was a peanut butter cookie!

The discovery of those dreadful words, those three dreadful words, because of those words much therapy had to take place. Doctor Withers had been kind, patient, and explained to him that ponies were stupid creatures sometimes. They needed a warning that there might be peanuts in their peanut butter cookies, because some of them were allergic to peanuts and the warning was fair. Not every pony realised that peanut butter cookies had peanuts, and as such, an explicit warning was necessary.

The evidence of such equine stupidity had caused Sideralis to have quite a neurotic meltdown and required that his medication be doubled for quite some time as he worked through the issue.

Sometimes it was the little things that annoyed him to no end and caused him the most problems in life, like an itchy butthole. There was nothing quite so bad as being fresh out of the shower, feeling clean, feeling sleek, feeling that everything was in order, and then, as one was walking to school, one little fart of the wrong variety could wreck everything. That annoying, irritating itch that wrecked the whole day. The itch that made you squirm in your seat and caused your teacher to demand that you sit still and stop squirming. The detention brought about because of said squirming. Squirming in detention because your butthole still itched and getting more detention because you just cannot sit still, no matter how hard you try. Sometimes, the itch became a pain, almost like somepony was stabbing you in the butthole with a pencil.

No, teacher, I can’t sit still… I need to attack the itch on my butthole with the belt sander in the school’s woodshop…

But of course, nopony ever talked about these things, because it was impolite. You never said why you were squirming. And if your fellow student was squirming in the seat beside you, you never mentioned their itch. It was something that society never, ever acknowledged, which was something else that Sideralis hated. Stating that you had an itchy butthole should be a universal excuse.

Can’t stop squirming during math class?

Itchy butthole.

Can’t stop wiggling around in your seat during therapy, thus causing your therapist to think that you are losing your marbles and perhaps need your medication adjusted?

Itchy butthole.

Acting irritable, crass, and annoyed, having a short temper, and being impatient with your fellow equines?

Itchy butthole.

Going to a high class soiree with your mom and dad, a really big deal, because your dad has been slaving away doing whatever it was that dads did when they left the house and went to work and dad really needs to impress his boss so he can get a raise so that you can keep eating and having a roof over your head?

Itchy butthole!

So many of life’s problems could be dismissed outright if ponies had the ability to just say what was wrong with them rather than having to worry about the shame and the ridicule of various embarrassing conditions. How many foals who been shamed for having ‘too much sugar’ or ‘too much caffeinated soda pop’ actually had itchy buttholes?

Sideralis suspected that most of society's so called ills could actually be dismissed outright as a simple hygiene issue, a need to freshen up and take a shower.

He resisted waking up, Wisteria was working him over. Something felt like feathers against his face. It tickled something awful. He had just had the most horrible dream, he had exploded. He had drank down far too much soda and then had ran around like a spaz, something his mother had warned him not to do. And then, while running around, acting like a spaz, he had shaken up all the soda in his stomach, thus leading to his inevitable detonation.

This had almost happened once in real life when his mom and dad had taken him to the all you can eat pizza buffet because he had been a good colt and had gone a whole week with no real issues. A whole week of following his therapy plan and making progress.

Upon arrival, Sideralis had attempted to drink down several gallons of root beer.

Mmm, root beer. He wondered if Wisteria would let him have some root beer with breakfast if he woke up. That might be a good reason to open his eyes. If he begged and pleaded with her and made the sad horsey face at his mother, she was sure to relent. She loved him and wanted him to be happy. Dad was stern, gruff, and the sad horsey face didn’t work on dad, but on mom, it caused a sharp yank on the old heartstrings.

Mom was susceptible to the sad horsey face. The protruding lip, the squinty eyes, the drooping ears, the lowered head, Sideralis could look a little blue like few others.

It was time to wake up and face the day.

“Rainbow Dash, stop that… please… if you don’t mind…”

Opening his eyes, Sideralis felt very disoriented. He blinked a few times, seeing blue and feeling something tickling his face. He felt heavy, strange, and a jumble of memories threatened to overwhelm him.

“Hey, we’ve been trying to wake you up for almost an hour!”

Coming into wakefulness, Sideralis suspected he was dreaming. A blue pegasus was grinning at him, a blue pegasus with a rainbow mane. Beside her, a yellow pegasus looked fretful. His head, which felt heavy and odd, turned, and he saw Stout. Something about her was different. Two orange eyes stared at him. Something seemed off about that.

“Hiya,” Stout said in a soft voice. Her brows furrowed. “Do you remember anything?”

Sideralis didn’t want to remember the sight of his own lower jaw laying on the ground in front of him. He shuddered. Everything felt strange. His vision seemed different somehow, but he couldn’t say why.

“Come on, talk to us, buddy,” Rainbow Dash said, her voice now sounding worried.

“What happened?” Sideralis asked.

“A whole lot—”

“Rainbow Dash, I am going to send you away if you make this complicated for him.” Fluttershy’s voice, timid sounding most of the time, sounded firm. Almost annoyed.

“Awww...”

“Sideralis, do you remember anything at all about what happened?” Stout asked.

“Eyeball turned to look at me. Then there was an explosion,” Sideralis replied.

“Yes.” Stout nodded and blinked both of her eyes. “There was an explosion. You suffered extensive injuries. To save you, Queen Chrysalis had to put you inside of a pod to stabilise you. We had to rebuild you. You’re like me now—”

“How long?” Sideralis asked, his voice low and cracking.

Stout shook her head. “Sid—”

“How long? I need to know!” Sideralis’ voice broke into a whine.

“It has been a little over eight months. Much has changed,” Stout said.

“You have both eyes now… and what is Rainbow Dash doing here?” Sideralis looked around, trying to take in his surroundings. He realised that Stout had a horn of sorts, an orange crystal that was horn shaped protruded from her forehead.

“I got better and it’s all because of you!” Rainbow Dash crawled up into the bed and cuddled up beside Sideralis. “So many of us got better… you should see Scootaloo… she’s awesome! They’ve made her an alicorn!”

Fluttershy, standing beside the bed, let out a resigned sigh.

“What happened while I was out?” Sideralis felt Rainbow Dash squeezing his neck, she was tiny beside him, so small, so thin and delicate.

“As Chrysalis was putting you back together, she made a number of important discoveries. You only had one eye after the explosion, but there was enough of the ruined eye left for her to study it. She was able to start growing eyes in vats and she found a way to graft them into ponies that needed them. Your bone marrow helped to revive many, much like your blood helped to revive Scootaloo. Chrysalis took samples of your organs, your heart, lungs, your liver, everything, and she figured out how to grow new ones. Many, many ponies were given a new lease on life. Even now, she is still working, along with an army of doctors, healing those who suffered the most from the parasites.” Stout smiled at Sideralis and lowered her head. She placed her lips against his cheek, kissing him, closing her eyes, and she let her muzzle linger against him for a moment.

“There were new breakthroughs using your blood and bone marrow combined with changeling royal jelly. It has strong regenerative properties. Pegasi started getting their wings back,” Stout continued.

“Yeah, but it’s really uncomfortable and itchy.” Rainbow Dash extended a wing towards the ceiling and gave it a wiggle.

Lifting her head, Stout opened her eyes. “You’re like me now, Sideralis. Your body was ruined in the explosion. You lost both front legs. Both wings were lost. Your lower jaw was torn free from the force of the blast. Both front legs had to be regrown, then transmuted to biosteel, and then enhanced and augmented in a number of ways. Your face was rebuilt. Your wings also, are different, as I am sure you will notice. Feathers and vulnerable flesh are no good in combat. Doctor Gizmo made mechanical replacements that duplicate the magic involved, very much like synthetic horns allow me to cast a few spells now.”

Stout stepped away from the bed and extended her wing. It was made of black steel, appeared to be almost skeletal looking, there were thin support struts and delicate metal blades protruding that mimicked feathers.

“With changeling illusion though, I can make it look just like a normal wing,” Stout said, offering a demonstration. The wings burned with green flames and once the flames faded away, the skeletal black metal was gone and was covered with golden brown feathers.

“Stout… there is something I gotta know.” Sideralis lifted his head and was startled at how easy it was. “Stout, the inhibitors—”

“Are gone, all stripped away after we were all upgraded. Twilight Sparkle issued a royal decree that all C/Equines are to be free and that we will no longer approach the slippery slope that is slavery. There has been a mixed reaction,” Stout replied.

“A lot of bad things were uncovered from the vault.” Fluttershy’s voice was a soft, trembling whisper. “The explosion did a lot of damage, but the doors were opened. Marigold had plans to make normal ponies have inhibitors… ‘for their own good.’ She was testing new implants that would have turned normal flesh and blood ponies into obedient workers.”

“Yeah, there was some troubling stuff down in the vault… in time, you’ll know more about what was down there, none of it was good.” Stout folded her wing against her side and stepped away from the bed. “Marigold’s future left me feeling troubled. She had plans for a ‘perfect society.’ A lot of ponies are spooked after the truth came out.”

“Yeah, she was working on making synthetic ponies, ponies grown in vats… Marigold figured that if a pony wasn’t born, it wasn’t technically a pony and it wouldn’t have rights. It’s like some kinda horrible science fiction egghead movie.” Rainbow Dash, still snuggling against Sideralis, shook her head. “I woke up in a very weird world. I’ve been asleep for about twenty years. Fluttershy and Twilight have gotten older… Scootaloo has grown up and become a mare. Sweetie Belle is all grown up and dating Spike. Apple Bloom has grown up into the mare that Applejack would have wanted her to be. I’m still the same age as I was when I went into stasis. Everything is so weird… I dunno how I feel about anything anymore.”

“You haven’t aged?” Sideralis blinked and his head dropped back down upon the pillow. He thought about the ponies of Equestria, locked in changeling pods, kept in stasis, never aging… they would never die, never grow old, they would be like that… forever.

“Nope… I haven’t aged at all,” Rainbow Dash replied. “It’s scary being awake now… the world… none of it makes sense anymore. I’m scared all the time now… you know, I’ve never been one for huggy stuff, but this feels nice, just being here beside you. I don’t feel scared.”

“Dash has some issues after being pulled out of her pod. I’m her companion,” Fluttershy said to Sideralis. “She’s become a little clingy, but I think that is a good change for her.”

A million questions all rose up at once, most of them about Twilight Sparkle and how she was dealing with Rainbow Dash’s return. He was curious about Mustang, worried about her. He was curious about his own body.

He wondered how he was doing. As he thought about this, something strange appeared in his vision. His vision flickered and then something floated in front of him. He blinked, trying to focus upon it, no matter where he looked, it floated in the middle of his vision.

NRG(..|.......)

Energy levels approaching critical failure. Enable self preservation protocols? (Y/N)

Pony with compromised health detected. Enable pony protection protocols? (Y/N)

Fertile female ponies detected. Enable breeding protocols? (Y/N)

Alicorn avenger startup sequence activated.

Initialising.

Directives loaded and multiple protocols available.

Avenger directive now active. Enable obliterate all enemies protocols? (Y/N)

Load error__badpony inhibitor directives not found__file or directory no longer exists.

“Stout, help me, there is a bunch of weird stuff in front of my eyes!” Sideralis squirmed in his bed, his eyes blinking, unable to make the weird floating letters go away.

“Calm down,” Fluttershy said in a low, soothing voice. She made a gentle cooing sound. “Just a bootup sequence. Stop looking at the letters and they will go away. Focus on something else, like Stout’s pretty face. You’ll get used to it.”

“Flutters, he is getting low on energy. The startup sequence and waking up took a lot out of him. He has enough love to jump start his systems, but I think he needs a little bite to eat for his organics.” Stout smiled. “Want to try getting out of bed?”

“Yeah, is it safe? Will I be weak?” Sideralis felt Rainbow Dash slipping out of bed and heard her hooves clicking on the floor.

“Sideralis… you will never know weakness ever again. Welcome to mechanical perfection. Come on, let’s get you out of bed, on your legs, and let’s go find a root beer. You’ve got me drinking them now.” Stout stepped away from the bed to give Sideralis plenty of room. “Come on, ya big lug, let’s see what you got.”

“I still got weird floaty stuff in my vision,” Sideralis said.

“We’ll deal with that in time. Sometimes, the energy indicator sticks around if you’re in the low. It might go away if you eat something,” Stout replied.

“Come on, Sideralis… let’s see if you can get out of bed.” Fluttershy smiled from behind her mane that was covering half of her face. “You know, it is nice having my wings back… I missed them.”

Grunting with effort, Sideralis rolled out of bed, kicked his legs out over the side, and then, after a moment of dealing with the heavy feeling of his body, he was standing. His legs did not tremble, his knees did not knock. He did not feel weak. He didn’t feel as though he was going to fall. He was taller now, or felt that way, he was the giant in the room. He took a step and experienced smooth, almost fluid, beautiful mechanical perfection.

“Let’s go show you off, a bunch of ponies have been dying to see you!” Rainbow Dash said. The little blue mare began to snicker. “I’ll try not to get jealous...”

Author's Note

This had to go through a few rewrites... I wanted happy feeling. The first few drafts... just felt wrong. I hope this one nails it.

Discuss below.

Chapter 35

Sipping root beer, Sideralis eyeballed the ponies around him. The weird floating stuff in his vision kept coming and going, if he stared at something long enough it would pop up. He had no idea how he felt about the changes that had been done to his body. He was bigger now, bulkier, heavier, filled with mechanical bits, hydraulic rams, actuators, and the weird floaty things that appeared in front of his eyeballs.

Species: equine

Tribe: pegasus

Health: poor

Warning! Bladder capacity nearing limits!

Sideralis blinked, the floating text flickering and vanishing as he continued to stare at Rainbow Dash. Suddenly, Stout always knowing how he needed to go to the bathroom was obvious. He watched as Rainbow Dash squirmed.

“Fluttershy, I need to go for a little walk,” Rainbow Dash said in a low voice.

The yellow pegasus looked at her blue companion and after a moment, an expression of understanding appeared upon her face. She nodded, gave Rainbow Dash a gentle smile, and then said, “All of you will have to excuse us.”

The pair departed and Sideralis watched them go as they crossed the cafeteria. When they vanished around the corner and went down the hall to where the restrooms were, he turned and looked at Stout. “A number of things now make sense. I’m guessing that you loaded some kind of nursing protocol or something into my head?”

“Just a general care protocol. Queen Chrysalis felt it was prudent, with you being an alicorn. You might find yourself in a situation where you to need to look after somepony.” Stout’s eyes, both of them glimmered with happiness. “I’m really very happy that you are awake again. So much has changed.”

“How is Mustang?” Sideralis asked.

“She took this hard,” Stout replied, shaking her head, “she took this real hard, blamed herself for you getting hurt. I dunno if it is her royal guard protocols or just her being her. She wanted to be here when you woke up, but she couldn’t deal with this. Mustang has changed a good bit. She’s not quite as angry now… just… more depressed.”

“Sounds like she needs a friend.” Sideralis took a sip of root beer through his straw, contemplating everything around him. His hearing was better than ever. Lifting his head away from his bottle he looked around the room, taking everything in, realising that he couldn’t find any one eyed ponies. “How is Twilight Sparkle taking all of this? Is she okay? Was she hurt?”

“Twilight is no stranger to being blown up,” Stout replied, her eyebrow raising, “she had some injuries, but nothing serious. Twilight has two very pretty eyes now but she also has a few new scars. She’s soft and squishy… the explosion did some damage. As for the rest of us, the explosion didn’t bother us much, although Mjölna had a steel fragment get lodged in her ass. Right in the plot cheek. She was fine though.” Stout looked up at Sideralis, who was much larger than her, even when sitting down. “I suspect that you’re going to find out what it is like to be like us… sooner or later, you’re going to get blown up. Or face an army. Twilight is itching to strike back now that she has six viable combat platforms.”

Species: equine

Tribe: C/Equine

Health: nigh invulnerable_n/a

Attention: receptive to breeding_enable breeding protocols (Y/N)

Blushing, Sideralis turned away, trying to be rid of the strange floating letters that had appeared while he was staring at Stout. The last bit was more than he wanted to know. He dropped his head and slurped down more root beer.

“You’ll get used to it… the heads up display I mean… Mjölna says that she keeps hers up all the time and she can’t function without it. She likes knowing everything around her. It tells us everything we need to know. It’ll tell us when another pony is lying to us.” Stout laughed, a soft, gentle laugh. “I’m guessing that you’re getting the breeding protocols prompt.”

Sideralis nodded and felt warmth blossoming through his ears.

“It’s just a suggestion… we have directives for survival… I suppose that part of surviving is having foals. Chrysalis did a bit of tinkering with all of us. We’re made to endure.” Stout smiled, reached out, and touched Sideralis. “There is so much that you’ll need to know. Thankfully, we have the means to dump a tremendous amount of learning into your head all at once, if you think you can deal with it.”

“Stout,” Sideralis replied, turning to look into his companion’s orange eyes. He focused on her and everything around him faded away, the sounds of voices around him were muffled, his stare became so intense that it felt like he and Stout were the only ponies in the room. “Stout, I think I can deal with anything. I came out of this feeling okay. Really. Want to get out and do something later? I’ve spent most of my life asleep… now that I’m like this”—Sideralis drew in a deep breath—“now that I’m fixed, now that I can move, I want to live a little.”

Stout heaved a sigh of relief, her ears perking forward as she did so, and she nodded. “I’ve been worried about you… how you would come out of this. Looks like you came out of this okay.”

“I’m actually more worried about Rainbow Dash,” Sideralis said, turning and looking in the direction where Rainbow Dash and Fluttershy had vanished. “And Twilight.”

“Rainbow acts tough and brash, but she’s still fragile. She’s still recovering her health. She’s not upgraded like us, so she’s still recovering bone mass and she’s having to work out every day to get muscle mass again. She can’t bear to be alone even for a second, she’ll break down and start crying like a foal. As for Twilight… well, there is a reason why Fluttershy is Rainbow’s companion and not Twilight. I think everything will be fine… at least in time. Twilight was pretty crushed though. She threw herself into her work and Rainbow Dash is working hard to be awesome again.”

“So I guess Dash is staying with us?” Sideralis asked. He blinked, feeling strange, for him, it felt as though only a single night had passed, as if he had just gone to sleep and woke up the next day. He felt a moment of disorientation, but the feeling went away as Sideralis focused on something else.

“Yeah, Dash is staying with us. We’re in a different apartment now. We needed a bigger place with you, me, Fluttershy, Mustang, and Rainbow.” Stout’s eyebrow raised. “I got us a big bed… it’s been reinforced—”

“For breeding protocols?” Sideralis found himself smiling.

Snickering, Stout looked up at her companion. “That too, ya big goof…” She continued snickering, her body shaking, and she gave Sideralis an inviting stare. “You and I have a combined weight of over a thousand pounds. I tip the scales at a little over five hundred and fifty, I gained some weight when I got my wings… I suppose you could call me a plus sized mare, but you… you weigh in at almost seven hundred and fifty. You’re a big pony Sid, and when they rebuilt you, it took a lot of metal, and mesh, and organ replacements, heck, you have almost a hundred pounds of organic hydraulic fluid inside of you all squeezed into a high pressure system. You have two hearts now, both made out of synthetic tissue, and a specialised organic pump that manages your hydraulic flow systems. Just beneath your skin is a fine biomesh that acts as armor to protect your organs and your internal systems. Queen Chrysalis took everything she had learned from making the others like us and she did everything she could to make you perfect.”

“My teeth feel funny.” Sideralis’ tongue moved inside of his mouth, it felt strange, and the memory of seeing his own lower jaw made him shiver. “Why do my teeth feel funny?”

“They’re a special type of ceramic.” Stout smiled, revealing perfect, beautiful, white teeth. Her smile faded and she looked serious as she looked at Sideralis. “I just remembered, you and I need to be real careful in elevators. We can exceed the weight capacity. We also shouldn’t stand on some floors too close together. Mjölna and Apple Bloom were working together and fell right through the wooden floor. They both dropped almost twenty stories, smashing through one floor after another. They had a lot to fix when everything was said and done.”

Hearing Stout’s words, Sideralis let out a very equine wicker of alarm.

“Here they come,” Stout said as two pegasi approached, one yellow, one blue. “You ready to get out of here, Sid? You’re cleared to go. Your diagnostics say that you’re mostly fine and your system will fine tune itself.”

“I’d love to get out here… am I okay?” Sideralis asked.

“Your diagnostics say that you are fine, but you need fine tuning. The only way to do that is to do stuff,” Stout replied. “When they come back, I’ll let them know that we’re good to go. Are your power reserves a little better now that you’ve eaten and had a few drinks?”

Sideralis blinked and waited. In a moment, he saw it floating in his vision. It was strange, seeing floating text in his vision that told him how he was. He was now defined by a meter that told him how much energy was available.

NRG(.......|..)

Going cross eyed, Sideralis tried to focus on the meter and count the number of dots and where the indicator marker was. His vision fuzzed over and he blinked until the floating text went away. “Almost full.”

“Good… you should be fine for a while. Keep an eye on that, it’s bad running out of power. We’re big heavy machines, Sid, and if that drops, we become immobile. It sucks.” Stout leaned over and gave Sideralis a come hither stare. “I know of a way to drain our energy reserves…”

Stout was draining his energy reserves alright. Sideralis felt his wings pumping, hurling him through the air. Somehow, he knew how to fly. He had a basic rudimentary knowledge of flight, something he supposed was brain dumped into him along with everything else. Fluttershy was clinging to his neck, offering encouragement and letting him know how he could make improvements.

Flying beside him, Stout carried Rainbow Dash. Below him was farmland and the river as they flew back to the city of Maredina. Sideralis’ wings were now covered in blue feathers, an illusion, but it was a good looking handsome illusion.

“Um, try to level out… if you don’t mind, if that’s okay… oh, I don’t like being a bossy passenger, but, um, you’re listing pretty badly… there you go… you leveled out. Looks like your auto correcting self learning protocols are working just fine.”

Sideralis felt Fluttershy give him a reassuring pat on the neck.

“Pull your legs up a little more, keep them tucked closer to your body and brace your front legs out in front of you. Fly with your head down… you have such a long, graceful neck, just like Princess Luna.”

Sideralis had gone from hardly being able to walk to being able to fly. It was strange, it was as if he had just gone to sleep and woke up in a new body with a good working knowledge of how to do stuff. The wind tickled his sides and made his mane whip around. His tail streamed out behind him and he felt the wind tugging on his ears. He folded his ears back against his skull and that felt better.

“For being so big and so heavy, you fly so well… Doctor Gizmo worked very hard to make wings that replicated pegasus and alicorn magic. Oh… oh my… Sideralis, slow down a bit until you know a bit more about flight, if you don’t mind!”

Sideralis wasn’t aware that he was going all that fast. He was curious now, wondering how fast he was going, and made a mental request to find out. He blinked, and sure enough, his heads up display popped into his field of vision.

NRG(.....|....)

Air speed: 104.899 knots

Altitude: 276.003 feet

Thruster boost: unavailable_fuel needed

He blinked and made a mental command for the clutter in his vision to go away; much to his relief, it did. He had no idea how fast he was going, he had no clue what a knot was. He needed to learn what a knot was. He was moving though, no doubt about that. He wondered what the thruster boost option was and were the fuel for that went. He had a lot to learn about himself, but that would come later.

Now, now it was time to have fun.

Author's Note

Here we go.

Chapter 36

“Any landing you can walk away from is a good one… you did good… oh, I am so very proud of you,” Fluttershy said in a trembling voice as she clung to Sideralis.

Based on how tight Fluttershy was squeezing him, he suspected that she was just trying to be kind to him. He could feel her shaking and both of her forelegs were like a vice around his neck, not that it bothered him. His breathing wasn’t impaired in the very least.

“You call that a landing?” Rainbow Dash asked as she slid off of Stout’s back and landed upon the sidewalk. “Sure, they gave you flight protocols, but you need landing protocols… you… you just folded in your wings almost twenty feet off of the ground and dropped! You okay Fluttershy?”

“I’m fine!” Fluttershy squeaked.

“I didn’t think it was that bad,” Sideralis grumbled.

“You cracked the sidewalk, you goon!” Stout pointed down at the sidewalk as she craned her head to look up at Sideralis. “Sid, you gotta be more careful. If you were to drop on a building you might have gone through the roof. Flutters, are you sure you okay? I bet the impact was jarring.”

“I’m fine, really, he didn’t hurt me, honest.” Fluttershy eased her grip and still shaking, she let go of Sideralis. “I do think that your landing protocols need to be improved a bit… just maybe… if you don’t mind a little teensy weensy update.”

“You fly like a brick and you land like one too.” Rainbow Dash smirked as she made her snarky remark and ignored Fluttershy’s disapproving glare. “I think you’re bigger than Princess Celestia,” Rainbow Dash craned her head to look upwards, “and here I thought alicorns were supposed to be majestic.”

Looking around, Sideralis could see that other ponies were looking at him. He smiled, trying to be friendly, and extending his wing, he waved. Some of the ponies waved back, some with wings, others with hooves, while others just stood and stared.

“I wanna go to the Rainbow Chapel later,” Rainbow Dash said to Fluttershy in a low voice. She turned and looked at Stout. “No, I don’t want to go to hear about how awesome I am… it’s just nice to go there.” Rainbow Dash squirmed a bit and kicked at the sidewalk with one hoof. “It’s been really hard getting back in shape and this whole recovery thing takes a lot out of me. I’m not like Sideralis here where I can just jump out of bed and be perfect. I get discouraged sometimes. I miss how I was.”

“Come on, let’s get you inside, Rainbow.” Fluttershy pressed herself up against Rainbow Dash’s side and tried to cheer up her friend. “I know how much going to the Rainbow Chapel really means to you. We’ll go later.”

“So much for being perfect, I was just told my landing needs work.” Sideralis grinned at Rainbow Dash and much to his relief, he heard Rainbow start laughing.

“It was so amazing what they did with Scootaloo… I was told it took years to build up Stout, Mustang, Mjölna, and Apple Bloom… but because of you… Scootaloo was built in no time at all… she’s so awesome now… I’m a little jealous, but I like being the way I am.” Rainbow Dash walked beside Fluttershy as the pair headed for the door of a tall apartment building. The blue pegasus stopped for a moment and looked up. “This place is so different from Ponyville… everything is so big, like Manehattan.”

“So Chrysalis was able to find a cure because of me… you know, that actually makes me happy. I don’t mind getting blown up. I really don’t remember much and something good came out of it. Maybe if I had spent my whole life being normal I might be upset or maybe I might have minded the change, but my whole life has been spent inside of a pod… what’s normal?” Sideralis towered over his companions and looked down at them. “I like how I am now, even if it is weird. I can do something to help. I can be somepony.”

“That’s a good attitude to have, Sid. The last thing that anypony wants is an angsty alicorn moping about how awful their life is. We have enough problems. Besides, we already have one angsty alicorn and she lives in the penthouse at the top of this tower. I doubt she’s home though.” Stout opened the door for the others and waited for them to enter.

“Sideralis…” Mustang Salvation stood just inside the door, both of her eyes glimmering with tears. She stared up at the much larger alicorn, a pained expression upon her face, trying to blink away the tears as they flooded her eyes.

Looking down, Sideralis saw that Mustang was now like Stout; she had both eyes, a synthetic horn, and wings. He watched a tear roll down her cheek and not knowing what to say, he smiled at her.

“I’m so sorry… I just—”

“Not your fault,” Sideralis said in a gentle voice, “there was no way you could have known and this all worked out for the best anyway. I’m fine now.” Sideralis saw Mustang lunge forwards and by reflex, he braced himself. She slammed into him with titanic force, throwing her forelegs around his neck, rising up to hug him, and unlike Fluttershy, when Mustang squeezed, Sideralis felt it. There was the creak of metal under strain and Sideralis let Mustang squeeze him without complaint.

“Sappy,” Rainbow Dash said as she got comfortable on the couch.

The apartment was nice, large, spacious, big enough for a whole herd of ponies, and not all that different from the other one, from what little that Sideralis remembered. The kitchen, the living room were all part of one big open space, and there was a countertop island that separated the two areas. Everything was all smooth curves and arches with very few hard, sharp corners. There was a pillow pit in the middle of the living room, which made Sideralis happy. He stood there as Mustang continued to try and crush him.

Everything in the kitchen was different shades of yellow, the fridge and the stove were both the same sunny shade of yellow. Their metallic surfaces were gleaming, perfect, and clean. The living room was all different shades of brown, ranging from dark chocolate to a faded tan. Ceiling fans spun overhead, providing a lovely breeze, and there was a balcony with big glass doors in one corner of the living room.

“This place is a palace,” Rainbow Dash said as she sprawled out and got comfortable. “You should see the shower… it is an entire room and it has sprayers that squirt you from every angle and there is a mist setting that is to die for. This place is swanky.”

Mustang let go of Sideralis, dropped down to the floor, backed away, wiped her eyes with one foreleg, and then turning around, she went into the kitchen area, heading for the fridge.

“Sideralis, do be careful, don’t whack your horn on the ceiling fans… you’re a bit taller than I expected,” Fluttershy said as she made herself comfortable on the couch beside Rainbow Dash.

Mustang opened the fridge, pulled out a jug of orange juice, screwed off the cap, and then chugged down the entire plastic jug in one go. She belched, crushed the jug in her telekinesis, and tossed the plastic container into the recycling bin.

“That was the whole thing of juice, Mustang.” Stout looked at her sister and let out an exasperated sigh.

“I was leaking liquids… I required emergency hydration,” Mustang replied.

Sniggering, Rainbow Dash fell over and cuddled against Fluttershy. After a moment, her muffled laughter stopped, she closed her eyes, yawned, rubbed her cheek against Fluttershy’s back, yawned again, and then went still.

“Mustang, I don’t know how you do it, but you have an excuse for everything.” Stout shook her head as she spoke in a low voice. She looked over at Rainbow Dash and Fluttershy, then turned back to her sister. “Now we have to go to the market for more orange juice.”

“We need bigger jugs and more of them. Nopony thinks about C/Equine portion sizes. It’s discrimination… just because we’re a very small minority doesn’t mean that we should be ignored.” Mustang moved out of the kitchen, through the living room, and moving with a great deal of gentle caution, she eased herself onto the couch and settled close to Fluttershy.

“I guess it’s naptime.” Stout looked over at Sideralis and then back at the ponies on the couch. Mustang was creeping closer to Fluttershy. “Sideralis, you just woke up, so I doubt that you want to go back to sleep any time soon.”

Nodding, Sideralis stood there, watching as Mustang pressed up against Fluttershy and got comfortable. Part of him wanted to join the others, but something in his mind told him that he would have to be careful; the little ponies were fragile and could be smooshed. He understood why Mustang moved with such caution.

“I’m kinda hungry already… that flight took a lot out of me,” Sideralis said as a very sleepy Rainbow Dash yawned again.

“That is the current drawback of our design at the moment.” Stout stepped closer to Sideralis. “We require a lot of food. Alcohol is a good way to pick up a few notches on the energy indicator, the higher the proof the better. Queen Acherontia is looking into an ultra dense food paste that will give us a much needed pick me up.”

“So we have a weakness.” Sideralis watched as Fluttershy rested her head upon Mustang’s back and the yellow pegasus’ ears drooped down as she drifted closer to the realm of sleep.

“I guess you could look at it that way.” Stout frowned and looked up at Sideralis. “We’re still organic. We’re not golems or inorganic machines. Even though our organic bits have been laced with synthetic parts and synthetic reinforcements, we need a tremendous amount of food to function. If we were just machines that needed electricity, we could put solar collectors onto our wings and we could recharge ourselves. I guess the dependence on food is a good reminder that we are still ponies.”

“Want to get out, go somewhere, and maybe find something to eat?” Sideralis asked.

“Yeah… I do… I’ve been waiting for a long time for you to wake up. I’ve missed you something awful,” Stout replied. She blushed and turned away, a smile upon her face. “It’s nice having you back. I know it’s silly, but I grew attached to you.”

“I think I understand.” Sideralis looked at Rainbow Dash, Fluttershy, and Mustang all cuddled together on the sofa. The sofa sagged in the middle from the weight and Sideralis suspected that if he sat on it with the others, it would collapse. “Let’s get out of here.”

Sideralis strolled down the sidewalk next to Stout, well aware of all the ponies staring at him as he passed. Some looked fearful, others happy, some curious, and a polite few tried not to stare… too much for too long.

“So… about these synthetic reinforcements in my guts...”

“Sideralis, it’s complicated. The changelings have this connective tissue that exists between their chitinous plates. They’ve made a synthetic version of it that grows, heals, and adapts. It’s placed just under our skin to act as a sort of subdermal armor and all of our organs have been laced with it,” Stout said, trying to explain everything in a way that satisfied Sideralis’ curiousity.

“But what does it do? How does it help?” Sideralis felt the heavy and satisfying thump of his hooves on the sidewalk. He felt large and powerful. It made him feel good, it made him feel as though he could, in fact, protect all of the little ponies around him.

“If something was to pierce your skin somehow, a lot of the energy would be dispersed tearing through the subdermal mesh. If say, it struck your liver, it would hit the mesh surrounding your liver and bounce off, saving your liver.” Stout’s eyes narrowed. “You only have half of your liver anyway, part of it was cut away to make room for a small biomachine that serves the same function. By having both, if one gets damaged, the other can pick up the slack. If the biomechanical filtration system that works like your liver does get damaged, it will heal over time, with rest, plenty of food, and lots of love.”

“Oh.” Sideralis lifted his head high, sniffing, something smelled good. He had no frame of reference to describe it, other than it made his mouth water. “What is that wonderful smell?”

Stout stopped mid-step and began sniffing, her nostrils flaring. “I dunno, but it is coming from that cafe right over there, or so my sensors are telling me. That smells really, really good.”

“It does,” Sideralis agreed, “we should go check it out.”

“Maqluba,” Stout said as she looked at the menu, “the house speciality. They don’t serve much else here, other than some soups. I’ve had maqluba before, I like it. If that is all they serve here, they must be good at it.”

The cafe was dim and multi-coloured lights hung from the ceiling, twinkling overhead. Each table had a bit of privacy, tucked into alcoves of shaped brown sandstone. In the middle of the cafe there was a fountain and the sound of running water made for a pleasant atmosphere.

“What is it?” Sideralis asked, tilting his head to one side. He was sitting on the floor and the table was low before him. He wasn’t sure how he felt about it, he was beginning to see some drawbacks to being so big. He wondered how Princess Celestia and Princess Luna managed.

This was a place intended for romance. The semi private alcoves had couples tucked away in them, couples necking, couples kissing, the sounds of love were all around, heavy sighs, giggles, the occasional wet smack of a passionate kiss.

“Maqluba is a rice dish that has a whole bunch of fried veggies, including potatoes and eggplant, which I love. It’s served with yogurt and other sauces. I like tahini on mine.” Stout gave Sideralis a smile. “All these starches will give us plenty of energy to work with.”

Not even understanding that it was happening, the heavy atmosphere of love was powering up Sideralis’ new systems, healing, integrating, his onboard diagnostics were fine tuning him as he sat in the middle of the restaurant, gazing at Stout, surrounded by loving couples that had come to share a meal.

“I’ll try it.” Sideralis looked at Stout as Stout looked at him. Her orange eyes were pretty. She was pretty. Looking at her, he felt nervous, excited, and something about her made him happy. Something about her having two eyes again made him happy.

In the background, there was a pop of a cork as two ponies celebrated their love. Sideralis’ sensitive ears could hear everything around him, but the sound was being tuned out as he focused upon Stout. He was unaware that the filtering was even taking place.

“It’s been real hard on me, Sid.” Stout’s voice was little more than a whisper. “It’s been real hard on me. I guess you weren’t the only one that needed a companion. I need you just as much as you need me. I stayed with you as much as I could.”

There was a lot that Sideralis was unaware of, his upgrades had been made to be as unobtrusive as possible, seeing as how he had not spent his whole life being prepared for this new body. Most of his systems were automated and functioned in the background, and he remained blissfully unaware of them as they took place.

“Stout—”

“It wasn’t just me, either. Mustang stood guard near you for almost two months and she refused to budge. She didn’t sleep and only ate when somepony brought food to her. She got a little loopy near the end and what saved her were the upgrades. Having the inhibitors removed did a lot to help her mood. I think she’s healing.” Stout reached up and wiped her eyes with her foreleg. “Sid, what I’m trying to say is, you have family now. We all love you. We were all worried sick about you. I just want you to know this, okay? We’re machines powered by love… and I just wanted you to know that you are loved.”

“Thank you, Stout…”

Chapter 37

This was, quite possibly, the greatest real day in Sideralis’ life. He had woken up in a body not in the slightest bit crippled or held back by weakness. He had flown. He had laughed. He had enjoyed himself and had a good time. He had eaten a nice meal. And, without a doubt, he was falling in love with a mare that already loved him, for reasons he could not understand or explain.

Stout, who he had always thought as being pretty, now had both of her eyes, and with them, she had the ability to draw him in. When he looked into her bright orange eyes, he had trouble looking away. So far, the only distraction was the heads up display that appeared if he stared at something for a while.

He didn’t know where they were going, but he followed Stout as they walked through the city, smiling at the other ponies as they passed, sometimes waving, trying to be friendly and outgoing. The sun was setting and a cool breeze was blowing in from the ocean.

“Queen Chrysalis, fancy meeting you here… or were you looking for us?” Stout looked up at the much taller changeling queen, a half smirk, half smile upon her face. “Sideralis is doing fine, so far I haven’t noticed any problems. He’s adjusting far better than expectations.”

“Expectations?” Sideralis asked. He blinked, looked at Stout, and then turned to face Chrysalis. “Hello… I’m kinda surprised I didn’t see you when I woke up… I keep thinking there should have been tests and stuff before I left.”

The tall changeling stood taller, lifting her head to her full height, but she wasn’t as tall as Sideralis. She looked upwards, peering into Sideralis’ eyes, her expression one of kind curiousity. “We wanted this to be as easy as possible on you. We wanted you to wake up with those you were most familiar with and spend time with them. We thought it would be easier this way, given your psychological makeup. Tomorrow, you’ll be coming back and we’ll do a whole battery of tests… that is if you are up for it.”

“Yeah… I’m up for it,” Sideralis replied.

“I thought you might be. Twilight was worried about you and how you would adjust. I had a theory that because you spent your life in a pod with a false body, you would deal with this better than a pony that had to sort out the transitional issues. There is a lot of psychology at work here, well, there is usually, but you’re a bit of a blank slate.” Queen Chrysalis stepped forwards, examining Sideralis, looking at him, checking him over. “Any type of change can be difficult, even a change that you want… dealing with a new body type is not a new psychological issue… as it turns out, a lot of the same psychology that applies to ponies who get sex changes also applies to ponies that get implants or cybernetic upgrades.” Chrysalis paused, stepped back, and looked Sideralis in the eye. “Or those that are upgraded to a combat ready chassis and made into a cybernetic weapon for the good of ponykind.”

“Have there been many implants?” Sideralis asked.

“A few. Some ponies, their bones were so ruined in some places that the treatments didn’t work or didn’t help very much. We’re rebuilding them a piece at a time, if necessary. Eyes are a common replacement, but so are bones and even whole organs,” Chrysalis replied.

“About my eyes,” Sideralis blinked a few times, feeling strange, but was unable to put his hoof on why, “something seems off about them, and it isn’t just the funny messages that pop up in my vision.”

“I was wondering if you would notice that.” Chrysalis smiled, revealing fangs and a mouthful of pointy teeth. “Eyeballs are soft squishy bits. Too easy to damage in combat. I had to… fortify them. The ocular socket has been reinforced a great deal and the eye was covered in a clear chitin covering. A special liquid fills the space between the eye and the armor plating. It protects the eye and keeps it moist. You don’t actually have eyelids anymore, what you are experiencing is a well crafted bit of illusion designed to simulate blinking. The visible eye that you see, like on Stout for example, doesn’t actually look like what you are seeing. But the illusion makes it look nice and pretty for other ponies to look at. The truth is, you could take a ballistic projectile traveling at the speed of sound right in the eye and suffer very little damage.”

Sideralis blinked and then realised that he wasn’t blinking, he no longer had eyelids, which was somewhat disconcerting. “That’s… amazing…”

“You are amazing. You’re my best piece of work… I took everything I had learned and I dumped it into you. I took everything I learned from Stout, who was my most advanced creation, and I made it even better when I remade you. I made you bigger, stronger, more durable… your alicorn body allowed me to do things that I was unable to do with the others. Twilight says that you will be instrumental to our war efforts, and I agree.” Chrysalis gave Sideralis a self satisfied smile, looking very pleased with herself and her efforts. “Any questions?”

“Just, uh, one, but I was too embarrassed to ask Stout about it earlier—”

“I’m guessing that you are wondering about your missing male sex organs.” Chrysalis’ grin widened as Sideralis squirmed and her ears perked as Stout began tittering.

“Yeah, I kinda noticed that something was missing, but I didn’t want to panic, at least not until I got home. I don’t know how I didn’t notice earlier.” Sideralis, after he was done speaking, let out an embarrassed wicker.

“Everything is still there… I didn’t want you getting hurt in battle. It’s been tucked up inside of you, I had to do a little bioengineering. I made a cooling system for your testicles to keep them at an ideal temperature, and everything gets pulled inside of you and then the orifice gets closed off with a specialised sphincter. The design was based on male dragon cloacas… when you need to go, just, uh, activate your breeding protocols or your urination protocols and everything will make an appearance.”

“Um, thank you.” Sideralis, after a moment, began to laugh, joining Stout. It was funny, even if it was awkward. He was going to have to spend some time in private later figuring out where everything was and how it worked.

“As much as I would like to stay and chat, I’m going to leave you two alone. Have a nice night, both of you. Come out to Cyclops in the morning, if you don’t mind.” Queen Chrysalis looked down at Stout and gave the mare a saucy wink. “Nice night for romance.”

Stout backed a step away. “Chrysalis, don’t make this creepy…”

The moon was beginning to rise in the distance, on the edge of the world where the ocean met the sky. Waves crashed against the sandy beach and the scent of the salty air was strong in Sideralis’ nose. In the distance, a boat was steaming along through the water, making its way to the harbour.

Maredina was a great shining jewel on the edge of the sea. Sideralis could see it all clearly now, his vision perfect, and he took in every detail. The harbour and the airship docks appeared to be busy places, even as the day turned to night.

Beneath his hooves, the sand was soft, giving way beneath his weight. Sideralis was enjoying himself and he looked up at the stars overhead, glancing up at his namesake. His ears perked forwards and he thought of Princess Luna and of Princess Celestia. He felt funny having a nice time while they both suffered. It was an odd thought for him, but it put things into perspective. He had a duty.

“Stout, I’ve been asleep for most of my life… now I want to do something… do you know when we’re going to go off and do something? Do some fighting? I want to get started.” Sideralis looked down at the mare walking by his side.

“I have no idea, sorry,” Stout replied. “Sid… I know it feels like it’s only been a day for you… but for me, it’s been a real long time… I’ve been waiting for a long time to have you back. This is real nice, having you here with me right now.”

Sideralis felt a peculiar feeling after hearing Stout’s words.

“I know there is a big fight coming. I know we have ponies to rescue and so much work to do. I’m not keen on fighting, even though I know I can… but before all of that starts, I just want to spend some time with you… happy times… before we’re belly deep in bodies and blood.”

“Will I know how to fight?” Sideralis asked as he turned to watch the moon rising.

“Yes, Sideralis, you will know how to fight. You’ve been given extensive combat routines based upon the substantial knowledge network about combat that Chrysalis has developed based upon her own experiences in combat and the fighting that her many drones have witnessed and experienced.” Stout let out a sigh and sat down in warm sand, not caring about sand in delicate places or in her tail.

“You seem bothered by this.” Sideralis sat down beside Stout, parking his big behind in the sand. He kicked out his hind legs and got comfortable.

“I’m a nurse… I could be a doctor if I wanted to be, but I wanted to be a nurse. I like saving lives… I don’t like taking them. I’m still real bothered by what happened eight months ago during the uprising. I did things that made me unhappy. I’m still bothered by them. I’m a weapon that doesn’t want to fight.” Stout leaned over against Sideralis, her head resting against his side, the much larger alicorn towered over her, even sitting down.

“So if we have to get into a fight, focus on being a nurse,” Sideralis said to Stout, “just keep us patched up so we can keep fighting.” He gave Stout a reassuring nudge. “I don’t know if I’ll be good in a fight… I don’t like violence… I felt sick when everything bad started to happen. I’m certain that each of us will find what we do best and we’ll all manage somehow.”

“Maybe… but there are six of us… six… we’re the heavies… we’re supposed to bear the brunt of the heavy combat… I’d feel better if there were more of us… Mustang is probably our best fighter. Mjölna has lots of experience, she’s walked into some tight situations with Twilight and walked out again. She and Apple Bloom both are getting info dumped with a knowledge of demolitions and explosives. And Scootaloo… I don’t even know where to begin with her… she’s experimental. She’s a combat chassis, but an ultralight one, built for speed… there are just so few of us and so much is expected. Twilight seems to think that we’ll be enough to make a difference, but I just don’t know.” Stout shook her head, her ears drooping, and she heaved a sigh. “With six of us, I don’t know that I could just step out of combat and function solely as a nurse.”

“Now that you’ve brought it up, I don’t quite know how the six of us are supposed to take on a changeling army and win,” Sideralis said, quite enjoying the feeling of Stout up against him. She was warm and her touch excited him. He stared out at the waves rolling up on the beach and felt Stout’s ear twitch against him.

“The idea is that we do so much damage that the enemy can’t ignore us and sends everything they have at us. While we’re busy fighting everything, Twilight, a bunch of unicorns, and changeling infiltrators all go in and do whatever it is they need to do while we keep the enemy busy. I’m sure it seems like a brilliant idea to whomever thought this up, but they’re clearly not the one fighting an entire army all at once.” Stout lifted up her foreleg and waved it around in a gesture of exasperation.

“Well shit…” Sideralis, bothered by what Stout had said, didn’t know how else to respond. His brows furrowed and his head dropped down a bit as his ears pinned back against his skull.

Stout snorted and then began to giggle as she elbowed Sideralis in the side. “You’re going to make an awesome prince, just so you know. Just don’t let Fluttershy hear you cursing.”

“Yeah, about that, the whole prince thing—”

“What about it?” Stout craned her head and looked upwards.

“You know how you have some concerns about combat? I have those same sorts of concerns about being a prince… what am I the prince of, exactly? What do I do? How do I help others… I want to help others… really, I’m itching to get started, to do something… but what… how do I fill my mother’s shoes?”

“I dunno, Sid… but I don’t think Princess Luna would want you to fill her shoes, I think she’d want you to find your own shoes to fill,” Stout said as she turned her head to look at the moonlight rippling on the water. “Sure, you’re acting in her stead, and you’ve got to look after the promises that she made, but you’re still your own pony… you’ll have to do things your own way, somehow.”

Looking out at the stars and the moon, Sideralis considered Stout’s words—she was right, of course, he would have to find his own way, his own path, and maybe, just maybe, things would be easier once he found his cutie mark.

“Stout, whatever happened to that other cybernetic pony… I can’t think of his name, I’m sorry.” Sideralis had trouble remembering everything that had happened. His memories were a little hazy.

“Unit 47,” Stout replied, her voice holding more than a little sadness, “he is still being rehabilitated and repaired. He’s real messed up, Marigold’s scientists didn’t do a very good job making him, his bones are all weird and messed up and made of a crystalline compound. Part of his brain is a chunk of crystal. He can’t remember his name or anything about his life. He and the others like him—”

“There’s others?” Sideralis asked, whipping his head around and looking down at Stout. “Others… how many? Are they all in bad shape?”

Stout nodded. “Quite a few of them have died. We did everything we could to save them, we’ve treated them with every bit of compassion and respect they deserve. There’s little more than a dozen that are left, most of them have died… none of them remember anything, none of them know their own names, and all of them have some pretty severe problems. Chrysalis, Doctor Gizmo, and the others are trying to help them, but we have to figure them out first. It’s been rough.” Stout took a deep breath, held it for a moment, and then said, “Fluttershy was with a mare named Unit 12 when she died. There was nothing anypony could do, there was a total systems failure. It left Fluttershy in quite a state.”

“Why not keep them in pods?” Sideralis asked.

“We tried… they’re immune to stasis magic, which makes sense, seeing as how they were designed to fight changelings. They had their own storage pods down in the vault, but all of those were damaged in the explosion.” Stout took another deep breath before she continued, “And before you ask, we found ninety nine storage tanks. Nine rows of eleven pods each.”

“That’s awful,” Sideralis muttered under his breath, feeling shocked, saddened, and angry. His anger surprised him. He felt Stout shift beside him, she was kicking out her legs and changing her sitting position a bit.

“The ones that are left are confused, miserable, and they suffer quite a bit. Things are getting better though, or so Chrysalis says. She’s taking everything she’s learned from you and using it to help them… if you hadn’t been blown up, I suspect that things would be a bit worse… Scootaloo might’ve died, Rainbow Dash would still be in the pod, and I doubt that any of Marigold’s units would have been saved.”

“So… I saved a lot of lives and all I had to do was just be exploded a little bit… I can live with that.” Sideralis felt his anger ease a little and he made himself smile, which made him feel a little better.

“Well, that’s true, I suppose.” Stout laughed, a reluctant laugh, and then she rubbed her cheek against Sideralis. “Don’t you go getting blown up again, you goon… I wanted to die. I was the one that was picking pieces of you up off of the floor.”

“I’m sorry, Stout.”

“Don’t be sorry… just… don’t go getting blown to Tartarus again. You’re a big pony and that means you leave behind a big mess.” Stout’s eyes closed, illusion or not, closing her eyes and pressing against Sideralis brought her comfort.

“Gonna be a big day tomorrow… maybe we should go home,” Sideralis said.

“In a while… for now, I want to keep sitting here, with you, this moon, and this ocean,” Stout replied.

“Okay, Stout, I’m in no hurry.”

Author's Note

Testing... testing... and more testing!

Chapter 39

It was strange living in a house with several mares. Before, Sideralis had only lived with his mother and his father. He had been a colt. Now, in the waking world, outside of the Unity Web, there were rules, there were complications, there were so many things that Sideralis did not understand.

One of the bathrooms was exclusively for the mares in the house, and that seemed reasonable, but the other bathroom Sideralis had to share because there were four mares and one of him. He had to be mindful of the toilet seat. He had to be polite and considerate, which meant going last, at least during the morning rush.

For Sideralis, a bigger picture was forming; he was a lone stallion living with a group of mares, which mirrored the world around him at large. The population consisted of more females than males, but Sideralis wasn’t certain of the percentages.

Now that he was up and moving on his own through the world, he had to be mindful of narrow hallways, traffic jams in doorways, and he had to be extra careful of one blue pegasus that was still healing, still recovering, and had a little trouble moving in the mornings after being still for most of the night. It didn’t help that Rainbow Dash was impatient and brash, either. The little blue mare would dart right in front of Sideralis, prompting a warning in his vision and a hasty course correction. The flashing red triangle with the exclamation point in the middle was quite startling the first time he saw it, but was no less jarring during the other times it appeared.

There was a strange feeling of being an outsider, or at least a stranger. Something was up between the two sisters, Creamy Stout and Mustang Salvation were acting strange, exchanging glances with one another, and Sideralis worried that they might be having some sort of unspoken conflict with one another because of him. Breakfast had been an awkward meal with the two sisters speaking to others, but not to one another. Sideralis wanted to say something, but was afraid of restarting the argument between the two of them.

From Sideralis’ point of view, it seemed that Mustang desperately needed a friend. It had to be hard for her, starting off as a feral, everything that had happened to her during her transition, her anger, and it seemed that she and her sister needed to work on their relationship. Sideralis understood that he had not seen Mustang at her worst, her angriest, he had not seen her being an unbearable jerk, but he had seen her in pain, he had seen her when she was lonely, and he had seen her when she was suffering. He wanted to be her friend, but he didn’t want Stout getting jealous. He wondered if it was possible to be friends with Mustang without setting off Stout’s jealousy. Stout was going to have to get over herself and make peace with the past somehow.

Something had happened though; Sideralis could see the evidence of it. He wasn’t the smartest pony in the room, but he could tell that Fluttershy had a much shorter temper with Mustang than she did with Stout, which didn’t seem fair. From his outside perspective, Sideralis could see how Mustang might feel, that perhaps she wasn’t being treated fairly, which might explain her anger. It was going to be tough for Mustang to get back into the good graces of others; a lot had probably happened that Sideralis knew next to nothing about.

After waking up the first time, Sideralis had endured difficulty with simple movement. Now, he was flying. He was getting better, or so he thought, and he was flying to Cyclops to do whatever it was that he needed to do out there today. This morning, Rainbow Dash flew on his back; she didn’t cling to him in terror like Fluttershy did, Rainbow Dash more or less just sat upon his back and enjoyed herself.

Sideralis was discovering his groove as a flier. He had much larger wings and a lot more bulk, but as he had discovered, he could glide and save energy. Rainbow Dash was trying to tell him about updrafts, but she was telling him way too much way too fast all at once. He was getting better about tucking his legs in, straightening out his neck, and pushing his nose into the wind. The equine body was not the most ideal form for flying and Sideralis was curious as to what had caused wings to form on ponies in the first place. Flying took place with magic rather than any actual real flight, but Sideralis did not understand how.

It was just another thing for Sideralis to add to his list of things he did not understand. At the top of his list was himself. He was now a technological marvel with no understanding of how he worked, other than he could now do amazing things.

The red triangle with the exclamation point flashed in his vision several times and something in his ears beeped. He heard Rainbow Dash gasp and he heard a dull roaring sound.

⚠

Warning! Incoming Scootaloo!

Collision detection alert: Incoming Scootaloo traveling at 302.042 knots

Something orange and purple went shooting past, it was flying close enough to ruffle Sideralis’ mane. The red triangle was still flashing in his eyesight and Sideralis wobbled in the air.

“She’s fast!” Rainbow Dash shouted. “Every day she gets a little faster! She was made for speed! Look at her go!”

The orange blur looped around and did a barrel roll. The red triangle went away and the beeping in Sideralis’ ears ceased. He watched as Scootaloo looped around and this time, her approach was slow and easy. She pulled up alongside Sideralis, grinning from ear to ear, and she was not at all like Sideralis expected. Scootaloo was not bulky like he himself, Stout, or Mustang. She was still slender, sleek, and streamlined. She flew beside him with ease, grinning, laughing, and waving at him and Rainbow Dash.

Scootaloo almost looked fragile, at least by C/Equine standards.

Something else approached, something large and purple. It took Sideralis a moment to figure out what it was that was flapping and lurching through the air. It was Spike, and a pony was hanging on to his neck. Craning his head around, Sideralis saw that it was Sweetie Belle, it took him a few moments before he remembered her name.

“Come on Spike… let’s go for a fly together, it’ll be nice, Spike, I promise I’ll go slow so you can keep up, Spike, come with me and let’s bring Sweetie Belle…” Spike puffed as his wings flapped. The dragon fell into formation beside Sideralis and transitioned into gliding.

Patting Spike’s neck, Sweetie Belle smiled at Scootaloo and said, “Spike needs the workout. We’ve been sitting around for the past few months and Spike has been getting pudgy.”

“I am not!” Spike bellowed. “I’m having another growth spurt! I can’t help it!”

“Looking good, Spike!” Rainbow Dash shouted from Sideralis’ back.

“I feel left out,” Sweetie Belle said to nopony in particular. “Apple Bloom and Scootaloo have been upgraded and I’m still the same. I’m still thinking about getting a few upgrades myself, but I’m afraid the mechanical parts will make my plot look big.”

“It would give Spike something to look at,” Scootaloo replied as she rolled over in the air and then snapped into position beside Spike and Sweetie Belle. “When are you two gonna tie the knot?”

“What’s the big hurry to get married?” Sweetie Belle asked, looking over at her friend, “really, what’s the rush? Everypony keeps telling us that… Twilight, Fluttershy, everypony keeps saying that we need to stop fooling around and get serious and I just don’t get why.”

“Because.” Rainbow Dash looked over at Sweetie Belle, who was now about the same age as herself. “We’re gonna be heading into danger soon… a big fight is brewing I think. If we go into this fight and something happens to either you or Spike, you’re gonna spend the rest of your life regretting all the things that you didn’t do, like getting married.”

Looking thoughtful, Sweetie Belle nodded, coming to an understanding. She looked at Rainbow Dash, her mane whipping around in the wild wind, then looked at Scootaloo, and then she looked at the back of Spike’s head, as he was looking forwards. “Spike… if we tied the knot… me getting upgraded would make a lot more sense… I’d live longer… we could be together… would you like that?”

“Of course I would,” Spike bellowed in return, his voice booming through the air.

“How much do you love me, Spike?” Sweetie Belle asked.

“More than words can say,” Spike replied. “I will always love you!”

“Promise?” Sweetie Belle grinned as she looked up at Rainbow Dash, and then dove off of Spike’s neck, plummeting towards the earth below, laughing as she went down.

Right away, Spike broke off, doubled around, his long serpentine body almost bending in half, and then Spike power dived to go after her, his long tail whipping out behind him and his claws extended in the front.

“Don’t worry, he always catches her,” Stout said as she flew closer.

“I wish she wouldn’t do that!” Fluttershy’s squeaky voice almost couldn’t be heard over the wind and she clung even tighter to Stout’s neck. “What if something went wrong and he was unable to catch her?”

“Eh, he’ll always be there to save her. Spike has this thing… he wasn’t able to save Rarity, it eats at him. He thinks he can make up for it by protecting Sweetie Belle. It makes him happy and it makes Sweetie Belle happy.” Stout flapped her wings a few times and then smoothed out, now flying level with Sideralis and Scootaloo in formation.

“I miss Rarity… I miss so many ponies.” Rainbow Dash reached up and wiped her eyes. “I need to get strong again… I gotta get into fighting shape if I can.”

“Rainbow, you’re making wonderful progress,” Fluttershy said, trying to be reassuring.

“I can feel it though… we’re heading towards a big fight.” Rainbow Dash wrapped her foreleg around Sideralis’ neck and clung to him, the wind whipping her rainbow mane back from her face. “We’re making new warships, living warships. We have new weapons. Sideralis is up and awake now. Ponies are joining the army… they’re starting to believe that we can fight and win now… I keep thinking about the stories that Twilight told me about how so many lost faith and lost hope. It’s like that moment where you just know that everything is turning around and things start to feel hopeful again… I love that feeling… we’d go on adventures and get into trouble and everything would be so bleak and scary and we’d all be worried that this was our final adventure and then everything would turn around and everything would be okay.”

“It’s not okay though.” Fluttershy shook her head. “Half of us are gone now. Our circle was broken. I miss our friends.”

As he flew, Sideralis felt wet against his neck. He could feel Rainbow Dash’s face buried into his mane and he could feel her heavy breathing. He said nothing, she was the tough sort and she didn’t seem as though she liked crying.

“I wanna go to a Rainbow Chapel later,” Rainbow Dash said, her words muffled as she kept her face pressed against Sideralis’ neck. “Remembering what I’ve lost keeps me motivated.”

A sweet smile illuminated Fluttershy’s face as she looked up at Rainbow Dash and Sideralis. The blue pegasus was still draped over the dark blue alicorn’s back, looking comfortable and happy. “We’re a little early. Rainbow, Stout and I are going to visit a few ponies and see if we can brighten up their day. Do you think you’ll be okay with Sideralis if I leave you with him?”

“Yeah, big guy, will you be okay if I leave you with Rainbow?” Stout asked.

“I think we’ll be fine,” both Sideralis and Rainbow Dash said together.

“I’m a little worried, the last time I left you with somepony it didn’t turn out so good, but we have to start making these brave first steps,” Fluttershy said in a voice filled with soft concern.

“That was different.” Rainbow Dash lifted her head and looked down at Fluttershy.

“Different how?” Fluttershy asked.

“I dunno, it just was. Twilight got all weird on me and I just panicked, okay?” Rainbow Dash wiggled on Sideralis’ back and rolled her eyes. “Sideralis isn’t going to start talking about how he and I were meant to be together. I don’t want to talk about it, okay?”

Looking down into Fluttershy’s worried face, he saw a pained expression, it was like watching a cloud drift in front of the sun. Fluttershy’s ears drooped and her tail dropped, going limp against her hind legs. Something had happened, Sideralis knew that, but he still didn’t know everything that had taken place.

“Sideralis, if you start getting antsy, you just coming looking for us.” Stout smiled and took a step closer to Fluttershy, bumping up against her. “But Flutters is right. These first steps are important. For both of you.”

“Just go away… we’ll be fine. We’ll go and get a root beer or something and everything will be okay… just stop fussing over us,” Rainbow Dash said to both Stout and Fluttershy.

“Okay.” Fluttershy turned around and began to walk away, taking slow, careful, almost silent steps, not wanting to disturb anypony with loud, clattering hoofsteps.

Sideralis watched as Stout turned tail and followed. He felt Rainbow tensing up on his back and one foreleg wrapped around his neck, squeezing him tight. He could feel the smaller pegasus trembling as she clung to him, shivering, and he felt a growing sense of concern for her.

When Fluttershy and Stout were gone, Sideralis chose to say something to his companion. “I won’t say anything to them… are you gonna be okay?”

“Yeah, I’ll be fine… I’m just a little spooked… I hate being like this… I don’t think I’ll ever be the same.” Rainbow Dash patted Sideralis’ neck with her other front hoof, the one not clamped around his neck. “Thanks, big guy… for not making fun of me.”

Just as Rainbow Dash had said, there was indeed a secluded indoor park. Above, there was a glass dome in the ceiling to let in sunlight. In the middle of the park was an apple tree, a fountain, some decorative shrubs, a park bench, and a comfortable patch of grass. Nopony was around, this place was out of the way, at the end of a long corridor, an empty space that somepony had turned into an indoor park. Interior design baffled Sideralis, this whole building was far too big and made too little sense. It seemed larger than it did when he last saw it eight months ago, but he hadn’t seen the whole of it so there was no way to say for certain.

Sideralis came to a stop near the fountain and looked down into the placid water. He and Rainbow had been talking about Stout during the long walk here. How to make Stout happy. How to take the relationship to the ‘next level.’ Rainbow Dash was an enthusiastic giver of relationship advice.

“Now, what have we learned?” Rainbow Dash asked.

“Loss of control?” Sideralis replied, still not entirely clear on the concept. The loss of control part seemed as though it would be bad now that he was a seven hundred and something pound biomechanical pony.

“Good!” Rainbow Dash gave Sideralis an encouraging pat upon the neck.

“Screaming and hollering…”

“Yes!” Rainbow Dash’s head bobbed up and down in an enthusiastic nod. “And most importantly?”

“Passion?” Sideralis felt strange discussing this with Rainbow Dash of all ponies, but she didn’t seem to mind and she was giving him good advice. She didn’t seem embarrassed about it at all.

“Right! So now that you know the elements of a good dicking, when are you gonna go and make Stout happy?” Rainbow Dash cleared her throat and looked down into the reflective waters of the fountain to focus on Sideralis’ face. “Stout does nothing but make other ponies happy. She’s a lot like Rarity, she’s a giver, but somepony needs to make her happy.”

“I dunno… I still kinda feel like a colt sometimes. My life is weird. I just woke up one day and up to that point, I was a colt. Now I’m grown up. And I’m like this… and things are just plain weird.” Sideralis frowned.

“Still trying to figure yourself out, eh?” Rainbow Dash smiled and her reflection looked up at Sideralis. Her rose coloured eyes were merry and full of mischief. “You know, it is good we can be friends like this. Every mare needs at least one stallion that she can be close friends with and not have to worry about sex ruining it. It’s good to be able to have talks like this one, to be open and just say whatever needs to be said without feeling like everything is weird.”

“Yeah, weird,” Sideralis agreed, feeling weird. Not that he minded much, it was nice to talk to somepony about all of this. Fluttershy? Nope. That would never happen. His mother, Luna, in dreams? Nope. Twilight? Nope. Sideralis did need somepony he could talk to though, and Rainbow Dash was all too willing to talk about the details of a good dicking from the female perspective.

Looking down, Sideralis could see Rainbow’s reflection staring up at him, a broad smile on her face. “I don’t even know who I am, really. I just woke up one day and I existed. I was told that my entire life’s worth of memories were all false. I don’t know who or what I am. I have troubling thoughts about if I like something because I honestly like something, or because I was made to like something. How much of my personality is my own and how much of it was created? How much of me is me? At least when you woke up and you were freed from the pod, you had your memories to fall back on. You know who you are.”

“I’m not the pony I once was… I can’t even be left alone for a minute without having a panic attack.” Rainbow’s smile faded away. “I don’t know how I’ll ever rainboom again… flying that fast means leaving everypony behind you. Just thinking about it scares me. I think about how I used to be… how I was… and how I am now, and it’s funny, but there is a part of me that wishes I couldn’t remember how I was. Sometimes I can’t bear to be the pony I’ve become. I was Rainbow Dash, I was brave, I was fearless, and I could rainboom. Now, I’m Rainbow Dash… the scaredy cat. I jump at the slightest sound. I can’t bear to be alone. I wake up crying in my sleep and I don’t know why. And I have terrible nightmares and wet the bed like a filly. In a way, you’re kinda lucky, Sideralis. You have a chance to be whatever pony you want to be, your whole previous life is horseshit, it doesn’t mean anything.” Rainbow Dash sighed. “Me, I’m stuck living in my own shadow and it hurts me so much when I compare the pony I am now with the pony I used to be.”

“I’m sorry, Rainbow.”

“Don’t be sorry… just… let me hold you for a while. This is nice. Every mare needs a stallion she can be friends with and not have things go weird.” Rainbow Dash looked down into the water and watched as her falling tears made the water ripple.

“So, tell me more about how to make Stout happy,” Sideralis said to Rainbow. He saw her reflection’s face give him a weak, quivering smile, then she wiped her face with her foreleg, scrubbing at her eyes as she sniffled. “Tell me more about this loss of control.”

“The loss of control thing is important. It makes a mare feel like she’s special, that she has power… that she’s so irresistible that you can’t help yourself.” Rainbow Dash shuddered, took a deep breath, smiled a brave smile, and then continued, “That’s really the trick, making a mare feel appreciated. That she means something to you. If you can do that, you’ll have a happy mare. Stallions say we’re complicated, but it isn’t that hard, really. We have emotional needs… you look after our emotional needs and we’ll look after your physical needs. Got it?”

“I think so,” Sideralis replied. He was looking after Rainbow Dash’s emotional needs right now. He had himself a peculiar feeling, something new, something profound. Something meaningful blazed within him.

“I wish I could have a long talk with Twilight without everything being all weird…”

Author's Note

Have fun, folks.

Chapter 40

Ears perking, Sideralis listened to a machine nearby beeping. His muscles quivered as something cold was squirted onto his back. Something large, heavy, and mechanical was pressed up against his spine. It vibrated and made a humming sound that he could feel resonating through his insides.

Queen Chrysalis peered into a projection screen that appeared above a console and Doctor Gizmo stood beside her, his eyes narrowed as he too, studied the readout. Sideralis wondered what it was they were studying, but he didn’t ask. The last time he had asked, he had received a stream of gobbledygook so thick that it could have been cut with a knife. Something about piezoelectric recovery systems laced through his guts that took the motion of his body, his digestion, his heartbeat, all of the movement of his insides, and a long winded explanation on how all of this was turned into electricity that aided some of his systems. It was all he could do to nod his head and pretend that he understood what was going on.

The door opened and Sideralis saw a familiar face. Twilight Sparkle entered the room and she did not look happy, not at all. Sideralis knew right away that something was wrong. He watched as Twilight came to a halt and she looked up at him. She was different now, she had two eyes. He saw her take a deep breath and he waited for her to say something.

“Sideralis… it is so good to see you up… I was going to have a party thrown for you, but something has come up.” Twilight’s ears drooped and the smaller alicorn closed her eyes for a moment, looking weary. When she opened her eyes once more, she had a grim look of resolve upon her face.

“Twilight, what is going on?” Chrysalis asked as she stepped out from behind the console and towards Twilight. The tall changeling queen moved with an easy, fluid grace, her strange black hooves clicking on the stainless steel floor.

“Isla Colibaba has gone dark,” Twilight replied.

“What?” Chrysalis blinked a few times, trying to take in what Twilight had said, and then she repeated herself. “What?”

“When the Celestia Defiant flew over the islands, there was no communication, no sign of ponies on the island, there was nothing. The captain of the Celestia Defiant sent a squad of pegasi to do a flyover and there were no signs of life.”

“What the actual fuck?” Chrysalis’ face contorted. “That place was well protected even though it was tiny. It’s a thousand miles of ocean between it and Equestria. You don’t think Mariposa hit it, do you?”

“I don’t know.” Twilight closed her eyes again and an expression of pain crossed her face. “The report said that the place looked as though it was untouched. No sign of battle. No buildings damaged, nothing burnt down, there was nothing to see from the air but the scouts did not put hooves down on the ground.” Twilight’s eyes opened and she looked up at Chrysalis.

“We need to go and investigate what has happened.” Chrysalis turned and looked at Sideralis, her face full of concern and anger. “Twilight, I don’t know if we can stick to the schedule.”

“But he’s untested and we’re still diagnosing Scootaloo… you can’t be serious!” Twilight backed away from Chrysalis, her nostrils flaring, and her wings fluttering at her sides. “You are serious. You really do think we should just pack them up on The Ouroboros and head off… Chrysalis, they are untested and untried.”

“We need to do something… we can’t just have our friends and allies disappearing,” Chrysalis replied, “and for all we know, this place might be empty now, cleaned out and the occupants shipped off to Equestria. If not, we get to do some real combat testing with Sid.”

“The, um, gun pods are finished and ready to go,” Doctor Gizmo said in a low, hesitant voice, not wanting to get involved in the budding argument that seemed to be brewing. “Sideralis’ weapon mounts can be tested at any time.”

“Twilight, we all knew that it would come to this sooner or later. We can’t always follow a schedule or a plan. We made Sideralis and the others for battle… not lazing about in the city and occasionally doing construction work.” Chrysalis lowered her head until she was eye to eye with Twilight. “Isla Colibaba was a major port of call for us. A place where we resupplied. They were our friends. We owe them and we need to find out what happened.”

“I’m ready to go at any time,” Sideralis said, trying to be helpful. His ears pinned back against his head and he looked at Twilight and gave her a hopeful smile. “I feel fine, really.”

“If we go there and something waits for us, Sideralis and Scootaloo both are untested in combat. Apple Bloom only has the barest combat training, and most it is implanted experience taken from Mjölna, Mustang, and Stout.” Twilight’s ears perked forwards and the smaller alicorn looked thoughtful.

“Sideralis has had multiple info dumps pumped into him.” Chrysalis’ eyes narrowed and she grinned a cunning grin. “He’s bigger and stronger than all of the rest of them put together. Whatever he lacks in actual combat experience he’ll make up with brute strength. Twilight, this is a much better test… if something happens. But that is a big if. We might get there and find the place is empty.”

“And then what?” Twilight asked. “What comes after?”

“We decide if we want to keep going and maybe test Mariposa’s defenses or if we want to come back home,” Chrysalis replied. She lifted her head and looked down on Twilight. “We need to do something. We have to do something. The ponies of Maredina need to know that we are still fighting. Watching The Ouroboros leave the harbour would be great for morale.”

“You’re right,” Twilight admitted in a small voice as she stared down at her own front hooves. She lifted her head, looking angry and defiant. She looked over at Sideralis. “I’m sorry, Sideralis, I wanted to go about this the right way, but life it seems has other plans. I wanted to give you time to adjust, to get used to your new body, and for you to have some training. Instead, it looks as though you’re going to have to learn about everything the hard way.”

“Okay.” Sideralis grinned, feeling brave, and he looked Twilight in the eye.

Looking at the doctor, Twilight’s brows furrowed as she took on a commanding pose. “Doctor Gizmo, let’s see if those weapon pods fit properly. Can we do a test fitting right now?”

“Sure thing, they’re in the ballistics laboratory. I was making some adjustments and improvements on them. We can go and do a fitting right this second.” Doctor Gizmo stepped out from behind the console, looking excited and happy. “Oh, I’ve been waiting for this for quite some time now.”

The ballistics laboratory was full of strange devices and Sideralis stood gawking at all of the stuff around him. Stout had joined them, Sideralis suspected that she had been called to reassure him if he needed it, and even though he would never admit it, Sideralis was overwhelmed by everything.

“Welcome to ballistics… we actually have more than just projectile weapons here, we’re researching a whole bunch of energy weapons at the moment. Telekinetic pulses, like those that Stout can fire from the projectors on her front hooves, can be amplified a great deal to strike with a lot more force. We’re making beam weapons, energy weapons, and experimenting with modifications to the basic telekinesis projector design.” Doctor Gizmo stood in the middle of the room, looking proud.

“What’s that?” Sideralis asked as he stared at a strange boxy looking device that was mounted to a plastic pony statue. A long collection of tubes and wires ran down the neck and connected to a box mounted on the back.

“That is a head mounted beam projector. Anything a pony looks at the beam will focus on. We’ve mounted a few prototypes on pegasi already, they’re fliers with good eyes and a knack for targeting. The beam projector focuses a beam of energy the size of a pinpoint with thousands of pounds of force behind it. When applied to a target, it will burn through steel with some time, the continual application of force creates friction, which creates heat, which in turn melts steel, sets stuff on fire, and generally causes mayhem on the battlefield. Right now, we’re working on mounting a giant beam projector to The Ouroboros, but power consumption is an issue.”

Sideralis stood with his mouth agape.

“Weaponised telekinesis is only the beginning. The beam weaponry shows a lot of progress. We’re working on armor too… not useless metal armor, but modern armor that will actually protect our troops. Marigold was making progress into this area and the stuff we found in her vault gave us new directions, new ideas, we’ve been trying new things. With fully armored shock troops armed with powerful beam weapons, we can take the fight to the enemy. Mariposa might have numbers, but we have brilliant minds and technology.” Queen Chrysalis strode through the room, heading for a large display stand filled with strange looking devices.

“We also have the spine batons and digester guns that launch acid so powerful that it causes explosions when it breaks down molecular bonds.” Doctor Gizmo waved his hoof at a wall covered with fantastical looking items. “But for you, I’ve been working on something special.”

“Initialise weapons platform,” Queen Chrysalis said to Sideralis.

Something buzzed in Sideralis’ wings. He turned his head to look and as he watched, his wing extended. Both of them did. After unfolding, the illusion dropped away from his wings, revealing black metal struts, strange tubes, hydraulics, and metal blades that mimicked feathers. Sideralis watched as his wing transformed, getting longer, changing shape, several long struts extended and the metal clanked as it locked into place. When everything was done, his wings were several feet longer.

“We’ve put weapons mounts on your wings, near your body, and we designed them in such a way that you can use them flying or on the ground. When flying, the pods will be beneath your wings, near your ribs, tucked close to your body. You will have a variety of weapons to use on your foes. When on the ground, the weapon pods will rotate to the top of your wings as your wings fold in against your sides, and the weapon pods will extend outwards from your wings, still mounted against your sides. You will become an efficient ground based weapons platform.” Twilight looked grim as she approached Sideralis. “You were the only one big enough, powerful enough, and had the right body for this design. We’ve done the same with Scootaloo, but we couldn’t fit two big heavy weapons pods to her wings. We’ve fitted her with twin beam projectors, both of them small and light. For you, each weapons pod will have a digester cannon and mounted to the digester cannon will be two spine batons and two beam projectors. They’re big and they’re heavy and they will allow you to rain down destruction upon your enemies as you fly overhead.”

“That’s kinda cool,” Sideralis whispered, not knowing what else to say.

“The pods will have an interface that will connect to your targeting systems. You will be able to unleash devastating assaults upon your foes with pinpoint accuracy.” Doctor Gizmo almost appeared to be vibrating as he struggled to stand in one place. The unicorn made a gesture at a cabinet and it opened, revealing two large black devices.

The weapon pods were big, much larger than Sideralis expected for them to be. There was one central tube in the middle, which he assumed was the digester cannon. Mounted to the cannon were two smaller tubes, which he guessed were the spine batons, and two black boxes that had bright blue crystals mounted on the front, which Sideralis guessed were the telekinetic beam projectors.

As Sideralis stood watching, the pods were levitated from the cabinet, carried across the room, and then, with a few satisfying metallic clicks, were mounted beneath his wings. He could feel their weight. Something beeped in his ear and then a stream of garble flashed before his eyes, thousands of lines of words and numbers all moving in his vision far too fast to read.

He felt his wings fold up against his sides, the pods rotated with them, flipping to the top of his wings and then swivelling around so the weapons could face forwards. His wing tips, now longer, extended out past his backside a bit when folded against his sides.

“We can also use your pod mounts for high yield ordnance. We can outfit you with two bombs, each weighing about a hundred pounds or so. You’ll be able to fly with them and drop them from high altitude with little to no risk to yourself from ground defenses. The bombs are something special that Queen Acherontia has been cooking up, each bomb explodes with the equivalent force of about one thousand pounds or so of dynamite. The test explosions had to be seen to be believed.” Queen Chrysalis reached out and poked Sideralis with her hoof and peered at the weapons pods to make certain they were mounted the right way.

“Sideralis, we’ve been very, very busy while you were asleep. I didn’t want to dump all of this on you all at once, this was all supposed to be gradual so you’d have time to adjust to it. I hope you don’t feel overwhelmed,” Twilight said to Sideralis.

“Are you kidding? This is great… this is like in the movies or in the comic books… I can’t wait to try this out!” Sideralis replied, his whole body trembling with enthusiasm. “I can’t wait to blow something up. This is gonna be great!”

“Um, well, that was not the reaction I expected.” Twilight stepped away, looking a little disturbed. “Well then, this is a good thing I guess… I didn’t expect for you to be so happy about this. Most ponies take a while to adjust to the idea that they’re weapons.”

“Mustang took to it like a duck takes to water,” Stout said to Twilight. “Some ponies just ain’t like the rest of us. Looks like Sid and Sally will have something in common. Hopefully, those two don’t blow the rest of us up by accident.”

“Doctor Gizmo, Chrysalis, I want Sideralis proficient in the use of his weapons pods by the end of the day. I plan to disembark as soon as possible. Make the final adjustments to Scootaloo’s armaments as well. We have a lot to do before we go.” Twilight looked at Doctor Gizmo, then at Chrysalis. Then, pursing her lips, she looked up at Sideralis. “Thank you, Sideralis.”

“Think nothing of it,” Sideralis replied, looking down at Twilight.

Author's Note

Soon, very soon, Sideralis shows Stout his cannon.

Chapter 41

“I know you’re tired and all, and it has been a really busy day, but I wanna go to the Rainbow Chapel,” Rainbow Dash said to Sideralis as they flew in the direction of home. “Pretty please, big guy?” Reaching out, she patted Sideralis on the neck and felt the clunk of metal beneath her hoof.

Sideralis, who was gliding along and using an updraft to keep him airborne, nodded but said nothing. He turned his head to look at Stout and Fluttershy. Fluttershy was hanging on to Stout, but had her own wings out so she could feel the breeze as Stout flew. He looked around and wondered where Mustang had gone. She had started off this journey home with them, but then had flown off.

Flying felt natural now. Sideralis hadn’t been doing it very long, but it felt as though he had been doing it his whole life. He had knowledge of the wind, of updrafts, he knew things that he didn’t remember learning. It was just there inside of his head. He knew how his targeting system worked. He knew how to operate the beam weapons that had been mounted on his wings earlier. He had discovered that he had deadly accuracy and could burn his name into the wall with no effort.

For some reason, this bothered him. At first, it had been exciting, it was cool, it was neat. Super neato scifi weapons, just like in the movies or in comic books. But after discovering he was proficient in their use, he started to feel uncomfortable. The excitement wore off and became something else.

Fear.

It began to sink into his mind that the entire time he was asleep, he had not only been upgraded and made better, but he had also been filled with knowledge. Terrible knowledge. He knew how to fire the digester cannons in beautiful, perfect, parabolic arcs, the blobs of acid hitting his targets with flawless precision.

Had Sideralis been a more clever, more educated pony, he might have realised that life was the sum of one’s experiences and what one learned from them. But he was not a clever, more educated pony, so he was unable to express what he was feeling. Sideralis’ life had been largely artificial. He hadn’t had many experiences that he had learned from. He just woke up from long periods of sleep with strange knowledge and memories in his head. Sideralis had not lived.

“Hey, big guy, we’re losing altitude,” Rainbow Dash said as she squeezed her hind legs against Sideralis’ barrel and patted him on the neck. “I know it’s easy to zone out when you’re flying, but you have a passenger!”

Flapping his wings, Sideralis pulled up. Maredina was ahead and farmland was below. The monorail tracks were visible. Off in the distance, he could see the ocean on the horizon. The sun would be setting in a few more hours. Sideralis wondered what it would be like to follow the sun as it raced towards the horizon.

The Rainbow Chapel was dim, lit by candles, and had a few ponies in attendance. Rainbow Dash was the first to enter, with Sideralis just behind her, Fluttershy behind him, and Stout bringing up the rear. Sideralis saw ponies turning to look at Rainbow Dash. He heard soft whispers, a few ponies pointed, and he saw hopeful expressions. Ponies were looking at him as well.

Eyes on the candles, Rainbow Dash walked through the room, heading for an empty spot in the corner. She moved without speaking, her hooves making faint clicks upon the floor. Sideralis followed her, still looking at those who were watching them. When Rainbow Dash sat down, Sideralis sat down beside her, Fluttershy sat down on the other side of Rainbow Dash, and Stout sat down next to Sideralis.

Bowing her head, Rainbow Dash closed her eyes and sat in silence for a few minutes. Sideralis, not quite knowing what to do in this place, also sat in silence, but looking around and pony watching. Fluttershy reached out a foreleg and draped it over Rainbow Dash’s withers. Using her horn to project a field of telekinesis, Stout lit up a candle and placed it in the rack.

“I don’t know what I’m doing here,” Rainbow Dash whispered in a strained voice. “I don’t know what these ponies expect from me. I’m not an alicorn… I could understand if ponies made chapels to pay their respects to an alicorn, but I’m just a pegasus.” The rainbow maned pegasus mare shook her head, her eyes now half opened, revealing rose coloured irises. “I don’t know what I’m supposed to do. I don’t know what’s expected of me. I don’t even understand how all of these ponies believe in me.”

“Rainbow Dash,” Fluttershy said in a low, soft, reassuring voice, “your story is legend. You made the rainboom happen. Without realising it, you brought a group of friends together. You touched all of our lives. Equestria gained a princess and after all of our adventures, after all we endured together, after all we accomplished, Equestria entered a golden age. So many ponies witnessed your rainboom that day. Now, they tell stories about it. It is a symbol of hope for them, Rainbow Dash.”

The sky blue pegasus closed her eyes once more, squeezing them shut, and a few tears trailed down her cheeks. She leaned over, getting closer to Fluttershy, and sniffled and she fought to hold back her sobs.

“Your rainboom is every bit as important as Princess Celestia raising the sun or Princess Luna raising the moon. It was a miraculous sign. You did something amazing, Rainbow Dash, and ponies want to have hope again. They want to see that rainboom.”

“But what if I can’t give it to them?” Rainbow Dash breathed, her words little more than a scratchy whisper. She buried her face into Fluttershy’s neck and tried to hide, unable to hold everything in any longer.

“Oh, you will, Rainbow Dash, you will.” Fluttershy wrapped her wing around the sobbing pegasus clinging to her. “I believe in you. Because of you, I found my cutie mark and my purpose in life. Somehow, you’ll pull through and the magic will happen again.”

Feeling a shove, Sideralis turned and looked at Stout, who was pressing her hoof into his side. Stout was looking up at him, and he saw her mouth the words, “Do something to make her feel better, you goof.”

Turning his head, Sideralis looked down upon the two smaller pegasi beside him. Little ponies. Little little ponies. Little ponies that he had strong feelings for. Fluttershy had her wing around Rainbow, but Sideralis wasn’t sure if he should do that. His wings were metal. They were heavy. Sideralis’ lips pressed together. He needed to let Rainbow know that he cared.

Bowing his head down, he pressed his nose into Rainbow Dash’s neck, just below her ear, inhaled, and then snorted, blasting out a great deal of air. Much to his surprise, Rainbow Dash responded, jerking away, her body tensing, and then she started giggling.

“That tickles!” Rainbow clung to Fluttershy as she laughed. “You jerk, I’m trying to have a cry over here. What didja have to go and do that for?” The little blue pegasus turned her head and focused her rose coloured eyes upon Sideralis. Reaching out one foreleg, she touched his face, her hoof coming to rest against his cheek. “Thanks, big guy… I was starting to feel sorry for myself.”

“You going to be okay?” Fluttershy asked.

“Yeah, I think so…” Rainbow Dash replied, “I just want to spend a little more time here, if that’s okay. I like it here.”

“What are we doing for dinner?” Stout asked.

“Um…” Fluttershy stood in front of the apartment building, looking at Stout, and then glanced upwards, her eyes focusing skywards.

“Um?” Stout narrowed her eyes and waited for some kind of real reply.

“Twilight asked us to come to dinner tonight,” Fluttershy replied.

“No!” Rainbow Dash stomped her hoof. “Ugh, things will be weird.”

“Rainbow Dash, she’s your friend. Both of you just need to get over it. A misunderstanding happened and that’s not a reason to distance yourself from your dear friend.” Fluttershy’s eyes darted downwards and focused on Rainbow Dash, who looked away, unable to meet Fluttershy’s gaze.

“Fine… I’ll go to dinner.” Rainbow Dash, who looked more than a little pouty, lifted her head and stared upwards, squinting her eyes to see the top of the apartment tower. “Maybe Spike and I can talk about comic books.”

“We need to see if we can find Mustang. She was invited too. Come on, all of you, let’s go home and get ready.” Fluttershy prodded Rainbow Dash to get her moving and glanced at Stout. “You okay, Stout? You seem distracted.”

Stout nodded. “I just have a lot on my mind, it’s nothing to worry about.”

Twilight Sparkle’s penthouse apartment was enormous. It had to be, because Spike was living with her. It had high ceilings and massive doors that opened up onto a balcony so Spike could come and go as he pleased. Sideralis stopped and wondered how Spike dealt with the tight confines of The Ouroboros. Twilight had a collection of tapestries hanging on the walls, some paintings of ponies that Sideralis didn’t know, and there was a massive black piano upon a raised dais. Papers were everywhere, in piles, along with scattered books.

“Move it,” Mustang said as she gave Sideralis a hearty shove to move him out of the way. “Some ponies… standing in front of a door. Sheesh.” Mustang sauntered away and made herself at home, tossing herself down upon a reinforced and somewhat scorched looking sofa.

Sniffing, Sideralis smelled something good, but he had no idea what it was. Spike was in the kitchen, the big dragon was trying to deal with kitchen utensils that seemed far too small for him. Twilight was getting comfortable in a chair, holding a glass that was filled with a blue liquid and ice cubes. He watched as Fluttershy and Rainbow Dash climbed into a big overstuffed chair together.

“Have a seat, Sideralis. It’s been a long day for all of us. Before we head off to what’s certain to be a fight, I wanted us to spend some time together,” Twilight Sparkle said as she gestured at a couch.

Sweetie Belle emerged, stepping out of the hallway and into the kitchen. She smiled, nodded, and then moved to stand beside Spike, who was stirring something in a large, tall pot.

Moving through the room, Sideralis took a seat upon the sofa that was close to Twilight, and he could not help but notice that Rainbow Dash and Twilight were avoiding eye contact. It made Sideralis feel a little awkward.

Mustang, angling her head, went cross eyed staring at her horn for a moment and then a large illusionary butterfly appeared. It circled around Mustang’s head, its wings fluttering, and Mustang looked pleased as she made the butterfly fly in circles.

Twilight Sparkle’s eyes went wide and she stared. “Mustang, how are you doing that?”

Shrugging, Mustang replied, “I dunno.”

Shaking her head, Twilight watched the butterfly. “That shouldn’t be possible. You have a spell matrix with assigned and programmed spells. How are you doing this?”

The entire apartment rattled as Spike came out of the kitchen to see what was going on. The dragon reached up and scratched his head with his claws, staring at Mustang and her butterfly.

“Is this some kind of glitch?” Twilight, unable to process what she was seeing, blinked a few times and then her eyes went from the butterfly to Mustang. “How are you doing this?”

“A glitch? What are you going to do, try to fix it?” Mustang gave Twilight a wary stare.

“No… this is wonderful… somehow, you’re performing new spells… which means that you learned them somehow,” Twilight said. “This is amazing.”

“I have a couple of spells I can cast. If I watch a unicorn cast a spell, sometimes I can cast it. I don’t know how it works.” Mustang’s cautious expression softened.

“This calls for an experiment.” Twilight jumped down out of her chair, landed on her hooves, and then began to pace around the room. “Something simple, but still somewhat complicated. Something not too hard, but challenging… wait, I know.”

There was a bright magenta flash from Twilight Sparkle’s horn and with a loud poof, Spike the dragon had a mustache. Twilight Sparkle turned to look at Mustang, her face expectant, and she waited.

Spike, reaching up to stroke his mustache, said, “Hello mustache, my old friend.” He smoothed it out, then lowered his head down to Sweetie Belle. “Do I look handsome?”

Covering her mouth, Sweetie Belle stepped away from Spike and laughed.

Her muzzle scrunching with intense concentration, Mustang’s synthetic horn glowed with a piercing blue light. Mustang’s cheeks puffed out and she went cross eyed once more, focusing upon the spire of blue crystal protruding from her forehead.

There was an ominous crackle of energy and sparks flew. Sideralis, waiting, could feel the suspense getting to him. He wanted to see what was going to happen next. There was another loud pop, a shower of sparks, and then Sideralis felt a very peculiar sensation upon his lip, a weird prickly tingle.

Going cross eyed himself, Sideralis looked down at the end of his muzzle, trying to see what was going on, his ears perking forwards.

“Hah!” Mustang gasped. “I did it!”

“That is one majestic mustache,” Spike said as Twilight Sparkle stood staring.

A blue handlebar mustache hung from Sideralis’ lip. He flexed his mouth, causing it to quiver, and with his eyes crossed, he continued to try and get a good look at it. The long, flowing mustache somehow made Sideralis feel more grown up. He felt tough, masculine, he felt capable and ready for any sort of danger. He had a mustache and the confidence that went with it.

“He looks ridiculous too,” Sweetie Belle said.

“You don’t like my mustache?” Spike asked Sweetie Belle in wounded tones.

“How is this possible?” Twilight crossed the room and stood in front of Sideralis so she could examine the mystical mustache of masculinity that had been summoned. “This isn’t possible… you can’t learn new spells with a synthetic horn… there has to be an explanation for this.”

“Spike, I like you just the way you are.” Sweetie Belle, grinning, chortled a bit.

Lifting his head, Sideralis could not help but feel important. With the mustache had come confidence and a powerful feeling of self assurance. He liked the mustache. He flexed his lip and made the long, flowing mustache wiggle.

And then, with a bright magenta flash, it was gone. Sideralis felt his newfound confidence depart him, leaving him with the mustache. His head drooped and he didn’t feel quite so special anymore. Saddened by the loss of his newfound masculinity, Sideralis sighed.

“Okay, Mustang… let’s see you do it again,” Twilight Sparkle said. “And if this works, I’m going to teach you some spells, if you feel like learning.”

“I’d like that a lot,” Mustang replied. “Sid looks a little sad, let’s see if I can give him his mustache back…”

Author's Note

Next chapter... heheheheheheheh.

Chapter 42*

Chapter 42*

There was some kind of strange magic in the moonlight. It invigorated Sideralis like nothing else, its silver glow bathing the world around him in a phantasmal light and reflecting upon the water like a million glittering diamonds. The moon appeared to be just over the water, large, round, and gleaming.

Waves crashed against the beach, making seafoam as they slammed into the sand and the rocks. Sideralis took everything in; the salty smell, the sounds, and the sights. Dinner was still a little heavy in his stomach, which Sideralis noticed seemed to be sitting in a different place now.

In the distance, several airships were docked, as well as several seagoing vessels. Their lights were visible and the illumination they provided made the night beautiful. The night was all about contrasts. Lights shone brighter and colour stood out more where the light shone and kept away the darkness.

Overhead, the stars twinkled, and Sideralis glanced up to look at his namesake. He was almost lost, raptured by the beauty of the night, and he did not notice when Stout sidled up to him. He was almost startled when she nuzzled his neck.

“Sid…” Stout’s voice was low, but clear and purposeful.

“Yeah, Stout?” Sideralis could not help but notice that Stout was warm against him, which stood out in contrast to the cool evening breeze that blew off of the ocean.

“Sid… we’re going to go and pick a fight. Things are going to get ugly. Things are going to change, Sid, and it worries me just a little bit. I’m worried it will change me. I’m worried it will change you.”

Stout was rubbing her face against him now and Sideralis liked how it felt. He let out a little happy wicker and looked down at the smaller mare that stood next to him. She was still covered in grass from the roll they had enjoyed earlier and there was something about how she smelled that made Sideralis feel giddy.

“There is something I want from you,” Stout said in a low, husky voice.

“And what’s that?” Sideralis asked.

Stout did not reply. Instead, Sideralis felt her nose trailing along his neck, then along his withers, then down the back of his front leg, and then along his ribs, below his wing. His right hind leg kicked a bit into the sand, and he quivered all over as he let out a whinny. Stout’s nose was going further along his belly, near his navel, and then…

⚠

Breeding protocols initialised by user_Creamy_Stout!

Enabling_safe_breeding directive.

Sucking in a deep breath, Sideralis could feel Stout’s curious nose sniffing along his belly as she drew closer and closer to what had just popped out of him. Eyes wide, Sideralis let out a shrill whinny, and a whole bunch of techno-garble flashed before his eyes. He saw none of it. He felt and heard something whirring in his backside. He was almost certain that his backside shouldn’t make whirring sounds, but then he remembered that he was a seven hundred and something pound augmented alicorn and for one very brief moment, Sideralis suffered a loss of maturity as he wondered if Queen Chrysalis had given him a hydraulic humper or something ridiculous like that. He let out a coltish giggle as Stout’s nose continued to tickle him.

“Oh look… Mister Winky has come out to play… he’s so cute… all blue with little pink and purple spots… hello Mister Winky,” Stout said in a voice that was a smouldering, sultry coo.

What is Stout doing down there? Sideralis thought to himself. He could feel her hot breath upon him as more and more of him started to show. Stout kept making little loving nuzzles, kisses, and even a few licks. He could feel the rough texture of her tongue, the softness of her lips, and the smooth velvet of her nose rubbing against his tender flesh as more and more of him became exposed. Each touch was driving him crazy and his hind legs stomped in the sand. He felt his hips shake and tremble as the need to move almost overpowered him.

“I’ve never done this before,” Stout said as Sideralis continued to gain length and mass. “But I’ve read a number of books that Mustang was brave enough to get for me. Lurid, lewd books… with descriptions like ‘she took his feverish, foot long fuckstick into her mouth’ and other, more colourful descriptions.”

Sideralis’ ears became as erect as other parts of him. What had just come out of Stout’s mouth? He had trouble believing it. His whole body shook and his hips gave an involuntary hump forward when Stout’s tongue made a slow, almost lazy circle around the end of his cock, teasing the opening, but never touching it.

“Uh… Stout...” Sideralis words came out as a strained gasp. Right now, he had the overwhelming urge to mount Stout and push his way into her mouth. He wanted so very much to feel her warmth and wetness around him. He wanted to be inside and he was filled with powerful, instinctual urges.

“I’m a dirty, dirty nurse. I see cocks all the time but I never get to play with them. I’m told I’ll break them.” Stout paused her dialogue long enough to give Sideralis a lusty, lascivious lick along his length, and she took perverse delight in watching his leg twitch. “I think dicks are just great. I love looking at them. Mustang says I’m brain damaged, mares are supposed to be above this sort of thing, but I do so love a big, throbbing, veiny penis.”

Hearing Stout’s words, Sideralis let out a bellowing wicker and continued to fight the urge to mount Stout. It was becoming painful now. Sideralis was a creature of instincts. During his long life of sleep, it was the only thing he had to rely upon.

“I’m betting that you want to jump me and fuck my face, don’t you?” Stout asked, her breath hot and ticklish against Sideralis’ rock hard length. “I bet you’d like that, wrapping your forelegs around my barrel and pushing your way down my throat. You’re a bad pony. I’m telling my mother.”

Shivering, shuddering, and hardly believing his own ears, Sideralis was having a bit of trouble adjusting to this previously unseen side of Stout. He let out a nervous giggle as Stout’s fuzzy nose tickled him.

“Am I good at talking dirty?” Stout asked. Just as Sideralis was about to reply, she gave him a strong lick with plenty of pressure to derail his train of thought. She heard him fall silent and she tickled his belly with her ears.

In the distance, a foghorn sounded, but the silver mist coming in off of the horizon was unnoticed by the two ponies on the beach. Stout was still trying to figure out how to be the dirty mare that she always wanted to be, and Sideralis was struggling to be a gentlepony, because he felt that it was the right thing to do.

“Do you want me?” Stout asked as she stepped out from beneath Sideralis. She flicked her tail and wafted around the heady scent of mare musk. “Tell me that you want me.”

“I want you,” Sideralis replied, his words both honest and needy. He was on fire, a most horrible sort of fire, and the only way to put it out was to dip it into something wet. He watched as Stout paraded herself in front of him, prancing around, her tail hitched high, her hooves tossing up sand as she danced.

For a moment, Sideralis had himself a good view of Stout in the moonlight, and he could see something glistening with moisture. He wickered again, having trouble making words, the right words, and then let out a baritone whinny.

“Just be good to me… this is my first time too,” Stout said as she positioned herself in front of Sideralis and flagged her tail off to one side.

Stout was shorter than he was. She could just about fit beneath him. Grunting, he slid over her back, bracing himself with his hind legs and shoving forwards, his forelegs sliding over her folded wings and coming to rest against the fleshy front of her barrel. He could feel the curve of her neck between his front legs, pressed against his chest. Her head lifted and he could feel the back of her head rubbing against his throat.

He made a few curious pokes, trying to get a feel for what to do next, and he had trouble controlling himself. His movements were jerky as his body responded to every sudden rush of sensation. He made a hard push into what felt like the right area and then…

“WHOA, not there, not there! At least not now!”

He felt Stout wiggle beneath him, angling her hips upwards, trying to make it easier for him to make entry. He felt himself brush up against something both hot and slippery, there was a wet, slick sound as he rubbed up against it. He gave a push, trying to find his way in and…

Stout shot out from beneath him with a riotous laugh and made good her escape. Sideralis, confused, a little bit angry, and feeling a whole lot frustrated, watched as Stout went streaking away from him, running at the scary speeds that only C/Equines could.

“It tickles!”

Ears pitching forwards, Sideralis did not know how to reply. He stood there, his hardness throbbing against his belly, wondering what to do next. Meanwhile, Stout was already quite some distance away, still laughing like a maniac.

“Your feverish foot long fuckstick tickled my twitchy tight twat!” Stout shouted as she turned around and ran towards Sideralis. Her hooves kicked up sand and spray as she ran through the surf. As she ran, her tongue dangled out of her mouth and she continued to laugh.

Not knowing what else to do, Sideralis ran after Stout, because it seemed that was what she wanted. His longer legs allowed him to catch up with ease, and he fell into pace just behind her, his hooves pounding and splashing in the shallow surf, kicking up water that glimmered with the magical moonlight that shone upon the beach.

They ran together, hooves moving almost in sync with one another, moving at breakneck speeds that posed neither of them any danger. Creamy Stout was laughing, finally free to be herself and have fun, while Sideralis just ran beside her, his cock bouncing up and down against his belly as he ran, further heightening his powerful arousal.

Without warning, Stout came to a halt, bracing her legs and coming to a skidding stop as her hooves dug into the soft, soggy sand. Sideralis tried to do the same, but he was much heavier and his momentum kept him moving forwards. His front hooves dug in deep and got traction, causing Sideralis to flip forwards. He landed on his back with a crash in the surf, and incoming waves splashed into him.

Stout stood over him, looking down at him as he lay in the sand. She could see him grinning. Of course he wasn’t hurt. While a normal pony might have suffered grievous injuries, including two broken front legs and maybe a shattered spine from moving at that speed, Sideralis was almost impervious to these sorts of impacts.

“Hi.” Stout lowered her head and pressed her muzzle into Sideralis, going for a kiss. She pressed her advantage and her curious, probing tongue slipped past her own lips, crept through Sideralis’ cautious lips, and then found Sideralis’ tongue. She brushed the tip of her own tongue against his, feeling the bumpy texture, and then explored the roof of his mouth as her lips worked against his.

She pulled away with a wet slurp and sucked her tongue back into her mouth. Stout gave Sideralis a smoking come hither stare. “I’ll try not to run away this time… Sid, honey, you’re supposed to make a mare feel good, not give her a tickle.”

Snorting, Sideralis rolled over, whinnied, and then gave himself a powerful shake, sending seawater and sand flying as Stout ran away, shielding herself with her wings. He flicked his tail, trying to get sand out of it, and for a moment, Sideralis felt light—impossibly light, almost as if he would drift away like a balloon if the breeze blew too hard right now.

Feeling light, almost airy, Sideralis moved with surprising speed towards Stout, hoping to catch her before she ran away. She was still laughing, and Sideralis took delight in the sound. He was on her in a second, almost leaping upon her back, and this time he curled a foreleg around her front. He hoped there would be no getting away this time.

He could feel her back against his belly, she was both soft and hard, parts of her were soft, pure velvet, and other parts of her were steel. He let out a needy equine bellow as he wiggled on top of her, trying to find his way inside, probing at her secret places. He felt Stout buck beneath him, he bounced, and then much to his surprise, he could feel himself poking against something as hot as lava and as wet as the ocean.

Letting out a triumphant whinny, Sideralis pushed his way inside, and could feel Stout stretching all around him as he shoved his way in, seeking out her innermost, moist depths. She was still laughing, wiggling, and making a halfhearted attempt to get free so she could escape.

By the third hard thrust, Stout was no longer laughing, but letting out pleased, encouraging whimpers and she gave up on her plan of escape. Her front legs folded and her barrel rested against the wet sand, while her rump remained up into the air, creating a better angle of entry for Sideralis, and a far more pleasurable angle for her. Each thrust of Sideralis’ cock caused the base to slide along her winking, pulsating clitoris, which lapped at Sideralis’ length like the tongue of a hungry little kitten with a craving for milk.

Each crash of Sideralis’ pelvis drove Stout down into the sand, and the sound had a surreal, strange sound of metal clanking, almost like two dumpsters being smashed together. Sideralis moved like a pneumatic piledriver, each thrust moving with perfect mechanical precision.

Sideralis was getting into it now, finding his rhythm, and enjoying himself a great deal. He wondered how long he could keep doing this—this felt far too good to stop any time soon. He had an almost full reading on his energy meter. He squeezed his forelegs against Stout’s hips and let himself go, moving with unnatural speed and stamina, pistoning in and out of Stout, generating levels of friction that normal ponies would combust from, causing them to smoke during and after sex.

Just as he was getting settled in to do this all night, his ears perked as he heard a distant voice exclaim, “OH YES! PHENOMENAL, ENDLESS POWER, IT IS MINE! I THINK I’M ASCENDING! WHAT IS HAPPENING TO ME… POWER! SO MUCH POWER!”

“Damnit, Chrysalis, don’t make this creepy!” both Sideralis and Stout shouted as Sideralis continued his hyper-humping.

Closing his eyes, Sideralis hoped his mother wasn’t watching somehow through the moon and he kept going, finding it impossible to stop. Breeding protocols had been engaged and there was no off switch.

Author's Note

Good night!

Chapter 43

Sleep. Sideralis didn’t need sleep. Oh, he would need sleep sometime—but he didn’t need sleep now. He felt just fine, if a little low on energy. He was sitting at the table in Fluttershy’s apartment, getting a fine breakfast of mulberries down inside of him, along with oatmeal, fried eggs, which he had already gobbled down, and a few waffles made by Mustang. Beside him, Stout kept squirming from side to side, a pleased, satisfied smile upon her face.

“Stout, is something wrong?” Fluttershy asked.

Sitting at the foot of the table, Mustang choked back a laugh.

“My backside is sore,” Stout replied, which caused Rainbow Dash to snigger.

“You know, we can turn off things like pain.” Mustang put down her fork, lifted up a mulberry, and tossed it at Sideralis, who caught it out of the air. Mustang grinned like a cat who had found a canary—with no cage.

“I’m kinda enjoying it,” Stout admitted in a low voice as she stared down at her bowl of oatmeal. Her smile grew a little wider and Rainbow Dash’s sniggering progressed to chortling.

“Um, Stout, why is your bottom sore? Did something happen?” Fluttershy turned a bit pink as she uttered the word ‘bottom’ and her ears drooped down, sagging against her face, revealing her embarrassment to all ponies present.

“Sid and I slammed uglies all night—”

Stout did not even finish. Fluttershy’s hooves clamped over her ears and a strange sound like a teakettle began to escape her throat. It started out as a shrill squeal, but continued to rise in volume and pitch, becoming louder, shriller, and kept rising, kept increasing, until it became a sound that only diamond dogs or C/Equines could hear. Fluttershy’s face first went bright pink, then tomato, then pomegranite, then it turned beet red, until finally turning a shade of purple only found on perfect wine grapes, going through the fruit and vegetable rainbow of embarrassment.

“Oh way to go, you freakin’ nymphomaniac!” Mustang went to Fluttershy’s side at once, wrapped a foreleg around Fluttershy, and tried to comfort the mare she called ‘mother.’ Mustang gave a glance at her sister, a faux look of anger, and gave Stout a wink.

“Look, we talked about this, you said you were okay.” Stout shook her head, confused, and her ears quivered as Fluttershy’s cries began to disrupt the seasonal mating and migration of bats and any lunar pegasi present in the immediate vicinity. “Come on, you’re supposed to be happy for me.”

Sideralis, for the lack of anything better to do, watched in silence and ate another mulberry, his own ears twitching from the bizarre sound that Fluttershy was making. He felt a little bad because he was the cause of this, but a part of him knew that Fluttershy was going to overreact.

Rainbow Dash’s laughter reached a crescendo. She fell over onto her back, her eyes were squeezed shut, and she rubbed her sides while gasping, struggling to breathe.

“You two chuckleheads look after Rainbow… I’m going to take Fluttershy and give her some quiet time while I try to make her feel better.” Mustang pulled Fluttershy even closer and planted a quick, but affectionate kiss upon the purple-faced pegasus’ cheek.

Saying nothing else, Mustang led Fluttershy away, leading her along with affectionate pecks and soft whispered words of encouragement. With a thump of the door, Fluttershy’s sonic whine was muffled a good bit.

“So did you two have a nice time?” Rainbow Dash asked as she started to recover. She reached up and wiped her eyes with her foreleg. “Oh, it hurts to laugh.” The little blue pegasus rubbed her stomach, but her smile persisted.

“I know I did,” Stout replied. “I finally got that itch scratched.”

“I’m happy for you both.” Rainbow Dash rolled over, sat up, and then leaned against the table. She raised her head, her ears stood erect, and her smile faded away completely. “Today, I want to try and fly a bit. Not much, I know I can’t strain myself, but just a little. That’s on my to do list today.”

“You’ll have help,” Stout said Leaning over, Stout looked at Sideralis. “Today, you have some training exercises. They’re gonna shoot you down, Sid. Try not to take it personally.” Stout’s eyes narrowed and she looked over at Rainbow Dash. “You know, a lot of our flight abilities come from your memories. We wouldn’t be what we are without you… you should be proud.”

Rainbow blinked, her head tilted off to one side, and she let out a little sigh. One ear drooped, the other remained standing, and her rainbow forelock fell down over her face. A wicker escaped, Rainbow swallowed, and then said, “That makes me feel better. Thank you, Stout.”

“Gonna be a long day… I think the next few days are gonna be real long. Twilight Sparkle wants us to ship off.” Stout turned and looked at Sideralis beside her. “Don’t you worry none… Mjölna and I will carry you through this, and Mustang too. You, Apple Bloom, and Scootaloo have the knowledge in your heads, but you need some training. You most of all.”

“I can help you train,” Rainbow Dash offered. Her eyes narrowed. “I helped Twilight train… there are things I can teach you, Sid, if you’re serious about learning. I can be hard on you like I was Twilight. I can’t fly with you, but I could be strapped to your back.”

Looking first at Sideralis, then at Rainbow Dash, then back at Sideralis again, Stout considered Rainbow Dash’s words.

“Sid is big. He’s too big. And here’s something the bug queen didn’t think about—Sideralis is so big that if he tries to use my flight patterns that have been dumped into his brain, he is going to end up in a lot of trouble. When you’re that big, you have to fly different. There’s more weight, momentum, stopping is harder, and stressful combat flying is totally different.” Rainbow lifted her head higher and her barrel puffed out. “I’m a Wonderbolt, and I can make you fly better.”

Captain Blossomforth paced back and forth, a stern scowl upon her face. As she passed in front of Sideralis, she would look up at him, her scowl would intensify, and she would continue pacing. The older pegasus mare was chewing over the problem presented.

The sun climbed higher into the sky as the day had progressed, and now, as it neared noon, it was quite warm. Captain Blossomforth came to an abrupt stop, looked up at Sideralis once more, and shook her head. “I’m inclined to agree with Rainbow Dash. I had a hunch that all that newfangled tech would have some drawbacks that nopony had thought about. We need to get you flight ready. You’re a good flier, but I don’t know how you would do in a crisis. This worries me. We can’t have you blasted out of the sky, you’re too valuable of an asset.”

Sideralis did his best to draw himself up to attention, mimicking the other pegasi.

“We’re having a similar problem with Scootaloo. She’s too fast. Her reaction time is so fast that others are having a hard time flying in formation with her. She’s clipped Apple Bloom and Mjölna a few times. Scootaloo can react to things long before either Apple Bloom or Mjölna can even register them as threats. And as big as you are… I’m betting that you’re going to be a bit slow when flying in formation.” Blossomforth’s face contorted into a terrible, withering scowl.

“Sid can be fast,” Mustang said.

“Only in a straight line,” Blossomforth retorted in a harsh, gritty voice. “He flies like a cannonball or a brick. I’ve watched alicorns fly. They’re graceful, beautiful, they are a joy to watch. The lot of you… are rough fliers. Scootaloo is your best flyer, because she’s smaller, and lighter, and her body is built for speed—”

“And so I’m the worst.” Sideralis drooped, no longer making an effort to stand at attention.

“Now hold on,” Blossomforth grumbled as she invaded Sideralis’ personal space. “You were made for a different purpose. No other pony alive can fly with the sort of payload you can carry. Scootaloo is fast, but she’s weaker than tissue paper left in a colt’s room with a stack of smut magazines.” Blossomforth shook her head. “No other pony can fly at the high altitude you are capable of.”

“High altitude?” Sideralis asked.

“Oh, we’ve made it so you break atmo. You’ll need some specialised gear, but we’ve already had that made. You have systems that keep your blood from freezing. You’ll be able to fly along the edges of space, up so high that no changeling or natural flier will be able to reach you. We plan to have you drop bombs in absolute safety and hit high priority targets.”

“That sounds awesome.” Mustang stepped forwards and looked at Sideralis, then at Blossomforth. “We need to get him in the air and start shooting at him. Do we want to send Rainbow Dash up there with him?”

“Yeah,” Blossomforth replied in a voice full of gravel, “yeah we do.”

“They’re shooting at us!” Rainbow Dash shouted as she squirmed against Sideralis’ back. She was strapped in for safety and was wearing protective gear. She wore goggles, a helmet, and some thick padding to protect her.

Sideralis had no such protection, and he had been given instructions to leave the pain regulators in his nociperception regulation system on so that he would feel everything. And feel everything he did. He had already been pelted dozens of times with paintballs, so much so that his backside now looked like modern art.

As he banked, he was spattered with more paintballs, which hit him in the neck, his wings, and his backside. The paintballs, fired from compressed air guns, stung. They hurt, they really, really hurt, and he was having trouble escaping them.

“Ow!”

He felt Rainbow squeeze his neck and knew that she had been shot somewhere where she didn’t have adequate padding. His ears perked as Rainbow let out a snarl of anger.

“That’s it… come on Sid, we’re going to shoot those motherfuckers if its the last thing we do. Now do everything I say and we might have a chance. You’re going to pull up, like you are doing a loop to get behind them, and they’re going pull up in a tighter loop to intercept you. We’re counting on that!”

As Sideralis pulled up, he felt Rainbow pat him on the neck. Paintballs went whizzing by and one came uncomfortably close to his ear. The sky was above him and the earth was below him. He felt gravity going weird as he reached the top of his loop.

“Just like I thought… they’re idiots! Twist around, Sid, and drop straight down! They’re below us!”

Kicking out his hind legs, Sideralis did everything he could to reorient himself in the air. The sky above blurred in his vision and then he saw the ground below. He also saw a very surprised formation of pegasi directly below him as he began to plummet. Red triangles appeared in his vision, locking on to each of the six pegasi below him.

With a staccato rhythm, the automatic cannons mounted beneath Sideralis’ wings began to fire, shooting straight down upon the pegasi below. Sideralis, a big heavy flier, dropped like a stone, rapidly accelerating, and guns blazing, he attacked the pesky pegasi that had been shooting him in the ass for the past few hours.

“The old half a loop then drop gets ‘em every time!”

One pegasus got a paintball right in the snoot, there was an explosion of blue paint, followed by a shrill cry of pain. Sideralis’ autofire weapons kept firing, and another pegasus got blasted, then another, and as they tried to break formation and get away, Sideralis shot them in the ass as he plummeted into their ranks.

Sideralis leveled out as something white appeared in his vision, streaking right for him. It was fast. He heard the chatter of gunfire and many paintballs went shooting past him. He veered off to one side, tucked his legs against his body, and tried to think about what to do with this new threat.

“That’s Captain Blossomforth!” Rainbow shouted over the roaring wind. “She’s got a big ladyboner for you, Sideralis… look out!”

A volley of paintballs hit his backside and Sideralis let out a pained whinny. It was getting tender back there with each shot. He didn’t know what to do about Blossomforth. She was a fearsome flier, dangerous as all get out, and she was scoring hits on him at a range that he didn’t think was possible. Even worse, she was closing the distance. She was fast.

“Sid, we’re in trouble, I think she’s in a bitchy mood!”

“What makes you say that?”

“You just shot up six of her best fliers!”

“But I was supposed to!”

“Doesn’t change the fact that she’s taken it personally and now she’s in a bitchy mood!”

“Well, shit!” Sideralis pumped his wings, trying to gain altitude and speed, not quite certain what to do next. Blossomforth was hot on his tail though, and the air around him was thick with paintballs. “Any ideas?”

“Beg and surrender?” Rainbow replied. “OW! OW! OW! She has those high pressure guns… that really hurts! The pads do nothing!”

As the paintballs slammed into his ass, Sideralis was glad that his dangly bits were tucked away for safety, otherwise, he would have been shot in the scrote at least two dozen times by now. He pulled up, straight up, but made no attempt to make a loop. He had other plans.

“What are you doing?” Rainbow asked.

“Save your breath,” Sideralis replied as his powerful wings propelled him upwards.

“Oh… oh… OH!” Rainbow squeezed Sideralis’ neck. “Brilliant idea!”

As he flew straight upwards, he felt Rainbow Dash almost going limp against his back and neck, allowing the straps to do their job. Her breathing calmed, then went a little shallow, and he knew that she was saving her air. His wings pumped, and he gained altitude in a way that no normal pegasus pony could, each downward stroke of his wings taking him higher and higher.

A few warnings flashed in his vision, telling him that his projected course was risky. He ignored them. He didn’t need to go too high, just high enough. Blossomforth, however rough and tough she might be, still needed air to fly the way she was, which was fast and hot. He was going to deny her that.

After what felt like hours of ascent, but was in reality only a short time, the gunfire ceased. There were no paintballs. There was nothing but the thin, stinging, freezing cold air. Sideralis was getting a few new warnings in his vision, and something told him that his body was switching to something called ‘Lo2 mode’ and that certain functions were now unavailable.

He felt a reassuring pat upon his neck and could not help himself, he smiled. Rainbow seemed fine. His wings flapped only as needed to maintain altitude. Blossomforth, for all of her fury, was unable to reach him up here. She needed air to maintain her speed, her wingbeats, and Sideralis’ body was compensating for the low oxygen conditions.

Angling his wings, Sideralis began his descent, and wondered if Blossomforth would praise him or be angry for his clever evasion. He felt good about what he had accomplished and he was thankful that Rainbow Dash had taught him something. He hoped that he could learn more.

He hoped it would be enough against real enemies.

Author's Note

Soon... departure.

Chapter 44

“You boneheaded twit, you took Rainbow Dash into danger!”

Sideralis stood at attention, or tried to, as Captain Blossomforth gave him a good dressing down. A few feet away, Rainbow Dash was trying to pull off her pads, her helmet, and her goggles. This was not what he expected upon his return.

“Hey!” Rainbow shouted as she kicked her hind leg, trying to free herself of some pads. “You leave him alone! I was never in any danger up there! You shot me with those high pressure cannons you have! Those hurt!”

“Rainbow, don’t even… you’re not in the best health and you don’t need to be going into low oxygen environments! What Sideralis did was risky.” Blossomforth’s face contorted into a furious scowl.

“How about you shut up!” Rainbow gave a hard kick and the pads around her leg flew off, hit the tarmac, and bounced. “I am one of the greatest fliers ever. I used to fly up there at that altitude! I was one of the few ponies that could! I was never in any danger up there with Sid! I saved my breath and all that happened to me was that I got relaxed and a little sleepy! You, you’re just pissed off because he shot some of your best fliers and then outsmarted you!”

Chewing her lip, Blossomforth glared at Rainbow Dash for several long moments, and then her scowl softened a bit. “He’s not terrible for a pony that flies like a cargo wagon tossed off a cliff.”

Rainbow, who could change moods as fast as she used to change directions, laughed. “Say, that’s quite a compliment, considering the source. You never have anything nice to say about anypony, Blossomforth.”

“Are you sure you’re okay?” Blossomforth asked.

“I’m fine… it was relaxing. I missed being up there,” Rainbow replied. She looked skywards, her eyes narrowing as she squinted into the bright light, and then turned to look at Sideralis. “You fly like Tank did.” Rainbow Dash’s whiplash mood changed again and she sniffled. “I miss him. So many ponies and others that I miss.”

“Sideralis… you and I are going up there again tomorrow I think. And I’m gonna work you over until you drop out of the sky. I’m gonna push you to the very bleeding edge until I find out what you’re made of, and then I’m gonna see if I can break it.” Blossomforth whipped out her wing and saluted Sideralis. “For right now though, get outta my sight, escort Rainbow Dash back to Fluttershy, and have yourself a nice little break. You have a fitting in a few hours.”

“Fitting?” Sideralis asked.

“You’ll see,” Blossomforth replied.

“Blossomforth used to be such a nice pony,” Rainbow Dash said as she got comfortable in her chair. “She’s changed so much. Everypony has. A lot of my old friends are no longer the ponies I remember. Especially Twilight.”

Rainbow Dash and Sideralis both were sitting in Cyclops Science and Research Center’s cafeteria, having a cold, refreshing drink together while they waited upon Fluttershy and Stout. Rainbow Dash was sipping fruit punch out of a large plastic cup, which was filled with ice and had a straw sticking out of it. Sideralis was working on a super-giant-megasize fruit smoothie made with a dozen kinds of fruit, yogurt, and nutritional supplements. On the side of Sideralis’ drink, the words “The 128 Ounce Destroyer” were written in bright red zigzag letters.

“It’s funny… I can talk to you. We understand each other.” Rainbow Dash looked over at Sideralis. “We both were asleep for so long. We just sort of woke up and here we are. The world is a strange place for the both of us.” Rainbow shook her head. “I just wish it wasn’t so weird though. I woke up and most of the ponies I know are strangers. The only pony that really hasn’t changed all that much is Fluttershy. Twilight? She’s hard now… colder. She’s also harder to understand. Scootaloo… she’s different. She’s so kind… even when she was real sick, she somehow managed to look after others. She’s grown up and become the pony that I always hoped she would be.” Rainbow Dash reached up and rubbed the side of her face with her fetlock.

Rainbow looked around the cafeteria, watching the other ponies as they went about their day, her eyes lingering on those living out their lives around her. She felt a bit of a headache coming on and she rubbed her head again, just below her ear.

“Scootaloo took after Fluttershy I guess after I was gone. I guess Flutters was the last pegasus around that Scoots really knew. I dunno what happened, I’m still trying to put the pieces together.” Rainbow Dash leaned up against the table and hugged her drink closer to her. Her lips hovered over her straw and there was a pensive expression upon her face.

Sideralis had faint memories of Scootaloo hobbling around on leg braces, trying to brighten up the lives of other ponies. And then there was that horrible day of the attack. He felt a twinge of sadness and anger.

“Here comes General Thunderclap,” Rainbow said as she lifted up her hoof and pointed at a silvery white pegasus. “Lord Protector of the city of Maredina.”

Sideralis turned around and saw a familiar looking pegasus that he had only met a few times. He found that he was quite happy to see Thunderclap. Sideralis smiled as the pegasus approached, and he could see that Thunderclap was smiling.

The silvery white pegasus stopped a few feet away from the table and bowed his head. “Prince Sideralis… how do you do?” Thunderclap lifted his head and his smile became a grin. “Somepony pissed in Captain Blossomforth’s cornflakes and left her in quite a bad state. You wouldn’t happen to know anything about that, would you?”

Sideralis shook his head and he heard Rainbow Dash laughing.

“How have you been? You look good. They fixed you up… I’ve been worried… to be honest, I’ve been beside myself.” Thunderclap, without an invitation, came to the table, pulled out a chair, and sat down. “Miss Dash.” The silvery white pegasus gave Rainbow a casual salute with his wing.

“What brings you here to Cyclops?” Rainbow asked.

Thunderclap let out a grunt as he made himself comfortable, he settled into his chair, flexed his wings, and cracked his neck to the left, then to the right, producing a series of satisfying crackle-pops. “No formal reason…” Thunderclap looked over at Sideralis. “I just wanted to check up on things that are important.”

In the distance, somepony dropped a piece of silverware and it clattered on the floor, startling Rainbow Dash, whose feathers ruffled. The little blue pegasus fluffed out, snorted, and shot an irritated stare in the direction of the sound.

“Twilight Sparkle plans to leave as soon as equinely possible.” Thunderclap cleared his throat. “I wanted to say goodbye and to tell you good luck. Sideralis, be careful. You might be a machine now, but you can still be hurt… or worse. Make no mistake, you can die. Just… don’t do anything foolish.”

“I’ll do my best,” Sideralis replied in a sincere voice.

“Son…” Thunderclap’s voice sounded strained as he spoke. “It’s a real bad thing if a city goes dark. Now, I’m not trying to scare you, but I am trying to warn you. If a city goes dark, that is never a good sign. Especially when enemy changelings are involved. Keep your wits about you, stay close to Stout and Mustang, try to stay behind Mjölna.” Thunderclap’s eyes narrowed. “I mean that… you stay behind Mjölna and you watch what she does. She has lived through some stuff that you wouldn’t believe, and she has a lot that she can teach you.”

“I’ll do my best to stay out of trouble, but I make no promises… I was made to fight.”

“And you will fight… I’m just saying, try to learn from Mjölna first. Don’t go rushing in and do anything stupid. I’m old… I can’t fight worth a lick no more… all I have is experience and advice.” The silvery white pegasus let out a weary sigh and looked at Rainbow Dash. “That’s about all the two of us can do, isn’t it?”

Rainbow nodded, her head bobbing with enthusiasm. “Yep.”

“Isla Colibaba is a nice place. They grow olives. It’s a little chain of islands out in the middle of the ocean in the middle of some ancient caldera that forms a natural protected harbour around the islands. The islands have volcanic soil. They grow… well, they grew the best olives in the world. It’s a beautiful place. Or it was. Luna and I went there together once. She was there as a diplomat and I was there as her bodyguard. We had a lovely time.” The pegasus let out a wistful sigh.

The scent of vegetable casserole surprise wafted out into the dining area as the kitchen began cooking up a fresh batch. More savoury scents could also be smelled; tater tots, stuffed baked potato skins, corn fritters, apple fritters, and the sweet scent of other desserts. The kitchen was gearing up for the late afternoon lunch crowd.

“Miss Dash?” Thunderclap looked at the younger pegasus beside him.

“Yeah?” Rainbow’s rose coloured eyes focused on Thunderclap, studying him.

“As an old pony, I trust in advice and experience. I have to stay here and protect Maredina. Look after Sideralis for me… and keep him in line. Can you do that for me?” Thunderclap’s eyes narrowed and his bushy eyebrows furrowed.

“Aye aye, sir!” Rainbow’s wing folded out and she raised it in salute. “Always happy to tell another pony what to do.”

Thunderclap chuckled and most of the worry drained from his face. He cast his gaze upon Sideralis. “Learn from those around you. Now, I ain’t saying you can’t trust in the information that was dumped into your head, but I am saying that you can learn from practical stuff from ponies like Rainbow Dash here if you pay attention.”

Sideralis, thinking about the loop maneuver and how he had dropped down on his enemies, nodded. The information was one thing, the experience to use it was another.

“Go off and make your mother proud. When you come back, Maredina will be waiting for you, and I’ll keep it safe and secure. Also… both of you… I have a mission for you.” Thunderclap gave both Rainbow Dash and Sideralis a sly look.

“A mission?” Sideralis’ ears perked forwards.

“I think Twilight is under a lot of pressure. She needs somepony to cheer her up. Can the two of you do that?” Thunderclap asked.

Sideralis glanced over at Rainbow Dash. There were issues between Rainbow and Twilight. Things were strained. He glanced back at Thunderclap, who was waiting for some kind of reply. Sideralis gave the silver white pegasus a slow nod. “We can keep an eye on Twilight and try to cheer her up.”

Rainbow let out a little groan, squirmed, and then nodded as well. “Anything for a friend, right?”

Queen Chrysalis had a peculiar bounce in her step. Sideralis, unable to help himself, grinned as the changeling queen pranced around the laboratory. She was in a fantastic mood it seemed, and he knew why. As Chrysalis went around the lab and looked at things, Doctor Gizmo Gears was pulling pieces of equipment off of a rack.

This was exciting. He was being fitted with his extreme high altitude gear. Already, his wings had been extended and were now folded against his sides. The extended ends stuck out past his hindquarters now.

The lab was filled with doohickeys, doodads, thingamajigs, and other bits and bobs that Sideralis had no clue as to what they were, but everything was exciting.

“We’ve been analysing your flight telemetry. Our initial estimates about your weight capacity were underestimated. Instead of carrying a single bomb under each wing, Chrysalis and I both think that you should be able to take two under each wing, or maybe even three.” Gizmo glanced at a panel that flashed and beeped, then looked back at Sideralis. “Today, when you were training, you achieved negative G-forces and pulled a maneuver where you hit a surprising eight Gs. We were even more surprised that Rainbow Dash was okay with it. Nopony expected you to fly like that so soon after waking up. We underestimated a lot about you.”

“It’s the love, Gizmo—”

“That isn’t something that is so easy to measure,” Gizmo said, cutting the changeling queen off. He shook his head. “We make safe estimates based on the hard numbers that we can know and deduce.”

“The love is supercharging him. Making him stronger, faster, better. Stout’s love…” Queen Chrysalis paused and licked her lips while letting out a lewd sounding hiss, “and the love of others has made you far more capable than we had previously thought possible.”

Doctor Gizmo lifted up what appeared to be a mask and held it in front of Sideralis’ face. “This might be a little uncomfortable. Just try to hold still and don’t fight it. Everything will be fine.”

Sideralis nodded and braced himself. The mask was held up in front of his face. It was more like a helmet, but looked almost… insectoid. He gasped as it was placed over his face and the piece of armor became alive.

He could feel tugging on his eyes. He knew his eyes were no longer regular eyeballs, but armored for protection. The sensation he was feeling wasn’t exactly painful, but it was uncomfortable. He could feel his face being tugged on as the armor slid down into place, securing itself against him. Were magnets at work? There was a slurping feeling on his nose and two tubes snaked their way up his nostrils. He tried to whinny, but couldn’t. He felt claustrophobic almost, and the pressure on his head increased. A hiss of strange tasting air puffed into his mouth as something rubbery pushed its way past his lips.

His head was full of pressure, so much so that he was sure that it was going to pop. He tried yawning, but couldn’t move his jaw. He felt something slithering down his ears, the pressure kept rising, and Sideralis stomped his hooves a few times as he tried to bear the uncomfortable sensation.

There was a loud pop from between his ears and then he was okay. Some techno garble flashed before his eyes. He took a deep breath and could taste the metallic air upon his tongue. He looked around and felt something being strapped to his back. Turning his head around, he saw several tanks being secured. He could feel something wiggling around deep in his nostrils, almost into his sinuses. The helmet is a living thing, Sideralis thought to himself.

More pieces were being snapped into place now. Heavy plates were put around his neck and he felt them give him quite a squeeze. A few words flashed in front of his eyes, mentioning that a pressure regulation system was being initialised to optimise blood flow to his brain. The pressure around his neck became a soothing massage. He relaxed.

His ears were swallowed up inside of the intimidating black helmet and when he looked into a mirror held up by Doctor Gizmo, he saw that his head was now sleek, streamlined, and he was bug-eyed. His horn was covered by a protective sheath. On each side of his head, two streamlined beam projectors were mounted on either side of his eyes. More weapons, these ones head mounted. Already, his targeting systems were calibrating the new weapons.

More plates were being added to his legs, and he saw messages telling him that the pressure regulation system was being updated. He could feel pressure on his legs that became a soothing massage, just like his neck. The plates buzzed and hummed around his body.

“He looks…” Doctor Gizmo’s words trailed off and the little unicorn shook his head.

“Like something out of Tartarus,” Queen Chrysalis finished. “Let our enemies tremble.”

Author's Note

Mr. Blue you did it right,
But soon comes Mr. Night,
Creepin' over, now his
Hand is on your shoulder,
Never mind I'll remember you this way.

Chapter 45

Feeling disappointed, Sideralis looked at the headless training dummy. How many training dummies had he decapitated over the past few days? Thirty? Forty? Fifty? Fifty seemed possible. Learning how to use the telekinesis projectors in his front hooves was frustrating. It was the simplest of training exercises, but he kept failing.

Swoop down at speed, extend a field of telekinesis, and pick up a pony so they could be rescued. Scootaloo could do it. Apple Bloom could do it. Mustang did it with a showy ease that made Sideralis even more frustrated. Stout could do it with her eyes closed. As for Mjölna, she could swoop down and grab groups.

There was still no sign of his own natural magic and he couldn’t get much to come from his horn, with the exception of some glowing light and a few sparks.

“Oh my,” Fluttershy whispered as she too, looked at the training dummy. “That’s a pretty clean cut there, Sideralis. You just sheared this pony’s head right off… ohh… oh my. That’s ghastly.”

Tossing his head back, Sideralis let out a snort and gave himself a shake.

“Come on big guy, you can do it… don’t give up.” Standing beside Fluttershy, Rainbow Dash gave Sideralis a supporting grin.

“I feel like we’re wasting time… Twilight Sparkle is ready to depart. As much as I don’t like skipping out on training, I think we’re done here. We’ll have to pick this up at another time.” Blossomforth paced back and forth near the decapitated training dummy. “Overall, I’d call this a rousing success… Sideralis’ slingshot slice is remarkably effective at removing his enemies’ heads. I’m sure that will be useful on the battlefield. Look how clean that is… right through the steel frame… that’s not a break, that is a clean, neat cut. That steel is as smooth as silk.”

“That’s… that’s not funny… Sideralis is really bothered that he can’t do this.” Fluttershy bristled as she whirled to face Blossomforth. The yellow pegasus’ wings shot out from her sides. Her feathers were still growing back, but her wings looked much, much fuller now. “Have some respect!”

“Hey!” Rainbow shouted before an argument could start. “Hold on… I have an idea.”

“Oh, here we go,” Stout huffed as she rolled her eyes. “Rainbow’s last idea got a training dummy embedded in the tarmac.” As Stout spoke, Mustang, who stood beside her, giggled.

“No… I know how we can get Sideralis to do this.” Rainbow stepped forward with a cocky swagger. “He’ll swoop down and snatch me up—”

“Are you fuckin’ crazy?” Blossomforth demanded, her profanity causing Fluttershy to cringe. “Do you want to become the headless horse?”

“I think that if it is a real live pony, he’ll pick it up without harm.” Defiant, Rainbow Dash stomped forwards, her hooves clicking upon the tarmac. “I bet that there is some kind of system in place inside of his head that would keep him from hurting me. He’s chopping the heads off the dummies because he can… but if we gave him a live target, I bet everything would be okay.”

“That’s a risky assumption,” Blossomforth replied.

“What about us, then? Why can we do the old swoop and scoop without decapitation?” Mustang asked as she extended a wing and pointed at the headless dummy laying on the tarmac.

“I dunno.” Rainbow Dash shrugged. “But I know that Sideralis won’t hurt me. He’s my bestie.”

“Gah!” Blossomforth rolled her eyes and then looked at Stout. “How did you let this happen?”

Stout smiled, then laughed. “Sideralis is allowed to have friends. Even besties. He’s mine in the ways that are important.” Stout strode forwards and her smile faded, replaced by a look of concern. “Dash, while you have a good idea, I don’t think we should do it.”

“We should totally do it!” Rainbow bounced in place, flapped her wings, and she rose into the air for a few seconds, rising just high enough to look Stout in the eye before falling out of the air and landing with wobbly knees on the tarmac. “What if there are ponies that need rescue? Isn’t that the point of this exercise? Nopony has the sort of carrying capacity that Sideralis does. Plus, I think if he does this, it will make him feel good.”

Sideralis, who stared at the severed stuffed head on the tarmac, did not feel good about himself at the moment, that much was true. He looked away from the severed head and up at the clouds instead.

Cheer up, darling…

Hearing Rarity’s voice inside of his head made him feel better. He tuned out the sound of the argument taking place, ignoring all of the words being hurled around as he gazed skywards.

Rainbow Dash is right… you were made to defend life, you have so much of your mother in you… you should trust your friend. I know it seems very strange and dangerous, but I suspect that Dashie is right.

The telekinetic projectors hummed in his front hooves, causing a faint vibration in his front legs. He thought about the voice of Rarity in his head. He thought about the strange dreams he kept having, of the tree and the strange white alicorn. He had things inside of his head telling him what to do, where to go… he had a heads up display that told him all sorts of things. He was an amalgamation of all manner of things, and he suffered a moment of wondering who and what he was.

But that moment passed as his wings whipped out. He kicked away from the ground, launching himself straight up, no longer needing to run to take off. He flapped a few times, creating a powerful downdraft that nearly blew poor Fluttershy over.

“What’s he doing?” Mustang asked.

“Oh shit,” Fluttershy squeaked, “he’s gonna do it!”

Sideralis leveled out as he flew in low and slow, flying about ten feet above the tarmac. The other ponies had scattered—Fluttershy had fainted and was being carried by Mustang. There was a white blur and then Blossomforth was by his side, flying to his left. Ahead of him, Rainbow Dash stood waiting for pick up.

Gentle, darling… be gentle… you can be rough with Stout and she likes it… but Dashie is so very fragile.

Wings no longer flapping, Sideralis slipped into a glide, soaring over the tarmac, slipping through the air with seeming effortlessness. His eyes focused for distance, zooming in on Rainbow Dash. He could see that she was smiling and that there was no trace of fear. He also saw Stout trying to lure Rainbow off of the tarmac.

But Rainbow wasn’t budging and Sideralis was determined not to let her down.

She was, after all, his bestie, his brain freeze bestie, an ancient bonding ritual that involved guzzling down as much of a frozen slushie as one could in a chilling contest of wills. Sideralis had discovered that C/Equines could still mysteriously get brain freeze.

He powered up his projectors and then, having a second thought, only powered up one projector, turning the other off. A glittering teal blue glow that matched his eyes formed a bubble in front of him. A targeting reticle locked onto Rainbow dash. A line of techno-garble flew in front of his vision, mentioning something about compensation, but Sideralis ignored it, he was far too focused on his friend. She was the only thing in his vision.

He did not hear Blossomforth shouting words of encouragement beside him as he began the final length of the run. Something beeped inside of his ear as he flapped once and then he saw Dash close her eyes, her smile never leaving her face.

Almost on top of her, Sideralis extended his foreleg and willed his telekinesis to scoop up Rainbow Dash. He felt an odd tug on his foreleg, a feeling of weight and pressure. He flapped again, pulling up a little, compensating, and after swallowing, he looked down into his telekinetic bubble, expecting to see a body and a severed head.

What he saw were two rose coloured eyes looking back at him and a wide grin.

“I told ya so, big guy… it’s hot… let’s go get slushies.”

The Ouroboros hovered overhead, looming large over the harbour. With better eyesight, Sideralis was able to appreciate just how large it was, and it was still growing. The gasbag, lumpy and bulbous, appeared to have a thunderstorm inside of it. Flashes of green and blue lights could be seen, streaks of lightning, and strange crackles could be heard.

“How does it fly?” Sideralis asked.

“It has a gasbag to keep it afloat and it has an advanced propulsion system to make it move,” Twilight replied as she watched a load of cargo being lifted up to the ship.

“What propels it?” Sideralis craned his head back and peered upwards.

“Well, right now, we are looking into integrating the same technology that allows your wings to slice through the air and allow you to fly, but its main propulsion is a compressed air system.” Twilight’s eyes narrowed, she squinted as she stared upwards into the bright light.

“Compressed air system?” Sideralis blinked a few times and then let out a half laugh, half wicker. “So… it’s a living thing, and it lets out puffs of air to move it along?”

“Correct.” Twilight looked up at Sideralis. “What’s so funny?”

“It’s a living airship that is propelled by farts.” Sideralis began to snicker and he pressed his lips together as he tried to hold his laughter in.

“Ugh, why must some ponies be so crude… it’s a compressed air system that is powered by the waste gasses from the many digesters. The gas is passed out through exhaust ports. It’s not farting.” Twilight rolled her eyes and shook her head. “Sideralis, I’m so disappointed in you.”

“Has anypony tried lighting them on fire to see what might happen?” Sideralis asked, somehow managing to sound and look serious for all of about ten seconds, before he began giggle-snorting.

“No! They’re highly flammable! Igniting the waste gasses of The Ouroboros would be catastrophic!” Twilight bared her teeth and then she let out a wordless groan. She stomped her hooves a few times on the loading dock, flapped her wings, and then pointed with her hoof. “Get out of here! Go on! Just… go! Shoo! You’re worse than Pinkie Pie! I’m trying to supervise!”

Flapping her wings, Twilight chased Sideralis away, running after after him, all too aware that ponies were busy staring at the both of them, and Sideralis was laughing like a loon. She watched as he took off, making good his escape, and then he flew away.

Once Sideralis was at a distance where Twilight was certain he could no longer hear anything, she began to snigger and a faint smile graced her muzzle. She turned around, chortling, and looked up at The Ouroboros.

Twilight was certain that if Pinkie Pie was here, she would be laughing.

“She shooed you away… for fart jokes?” Rainbow Dash gave Sideralis a sleepy stare. “I gotta stop taking naps… I miss out on all the interesting stuff.” The little blue pegasus yawned and rubbed her stomach with the side of her hoof.

Mustang lifted her head and looked over in the direction of the kitchen. “We’ll be leaving tomorrow morning. Before we go, before we have to address her as Commander Sparkle, we should totally prank her.”

A very devious grin appeared upon Rainbow’s face and the little blue pegasus’ ears pinned back against her skull. “If Fluttershy hears us, we’re dead… we’ll be so dead… keep it down.” Rainbow too, looked towards the kitchen were Fluttershy and Stout were fixing food together. “Come on, let’s get out of here, I have an idea. Let’s call it a… a… a flight training exercise for Sid.”

“Yeah, let’s get out of here before Fluttershy catches wind that we’re up to no good,” Mustang agreed. “Sid, get your big rear in gear.”

“Okay.” Sideralis rose up to his hooves, peered over in the direction of the kitchen, and in the most innocent voice he could muster, the same voice he used to speak to his mother, Wisteria, he said, “We’re stepping out for a bit, we’ll be back in time for dinner.”

“Okay,” Fluttershy replied from the kitchen. “Come back hungry.”

“Searching for target,” Mustang announced as she flew beside Sideralis. She scanned the ground below, suspecting that their target was still somewhere down below. Purple alicorns were easy to spot in a crowd.

“This is gonna be great.” Rainbow bounced up and down on Sideralis’ back, looked down at what Sideralis was carrying, and then almost choked on her laughter. Sideralis had to be carrying several hundred pounds of ‘ammo.’ Mustang was armed as well.

“Eyes on target,” Mustang reported as she banked to the left.

Rainbow Dash peered downwards, scanning the ground, and she saw a familiar figure. Twilight was standing on top of a massive pile of crates, doing what Twilight did best. Supervising a situation and checking off a checklist. Reaching out, she patted Sideralis. “This is going to be a good practice run for you, buddy.”

“Beginning strafing run.” Mustang swooped and began her powerdive towards the unsuspecting Twilight Sparkle, her wings angling into an attack position, sweeping back to reduce her forward target profile. In a telekinetic bubble that extended from her left leg, she had dozens of water balloons in every colour of the rainbow. With her right leg, she selected a few, holding them in her telekinesis, and with her uncanny aim, she fired upon the unsuspecting alicorn.

A fat blue balloon hit Twilight on the back of the head and burst, soaking her. A red one hit her neck. A green one hit the middle of her back. A bright yellow balloon hit Twilight right in the face as she turned around to see what was going on.

Mustang Salvation’s aim was ruthless and several more balloons connected with Twilight Sparkle’s kisser. Mustang pulled up, banked, and rolled away as she prepared for another strafing run.

“Requesting bomber support, come in bomber support, we have a high priority target,” Mustang said as she leveled out. A wide, reckless grin split Mustang’s face. “Bomber support, please eliminate target. I will provide cover fire.”

Sideralis, now almost directly overhead of Twilight, turned off his telekinesis projectors. Several thousand colourful water balloons, now affected by gravity, all fell down at once. Sideralis giggled like an overgrown colt as he heard screams below.

Mustang rolled and then dove, her wings pumping. She let out a crow of triumph as she watched the thousands of water balloons plunge towards Twilight Sparkle. Twilight was about to get wet. She could see Twilight’s wide eyes and slack jawed expression. The alicorn was frozen in place by the stunning sight of all of the different coloured balloons all falling at once.

While the alicorn stared in wide eyed horror, other ponies were scattering, trying to get away from ground zero. Destruction was guaranteed and absolute. A few newspaper reporters were treated to the opportunity of a lifetime and they began snapping pictures.

Much to Sideralis’ shock and surprise, not one of his water balloons hit Twilight. He felt his organic-mechanical innards clench as a magenta glow surrounded each and every balloon that had been dropped. All of them halted in the air, suspended above Twilight Sparkle’s head.

“Oh shit… we’re fucked now… Sideralis… FLY!” Rainbow slapped Sideralis on the neck, trying to encourage him to go. “Oh shit, oh shit, oh shit!”

With a flap of her wings, Twilight Sparkle took to the air, the water balloons held aloft in her telekinesis. The air crackled with dangerous energies. A whirlwind blew around Twilight, and she ascended, rising up, her horn glowing with a brilliant magenta flare. The balloons began to orbit around Twilight, forming a ring.

“Bomber support, we are fucked, I repeat, we are fucked,” Mustang said as she began evasive maneuvers. Mustang rolled as a bright red balloon went whizzing by her head, the first shot of many, and Twilight had thousands of balloons left to throw. “My one regret is learning that water balloon spell from Sweetie Belle!”

Hundreds of incoming water balloons filled the skies around Mustang and Sideralis. Rainbow Dash, riding on Sideralis’ back, screamed as she clutched his neck. The three ponies were all drenched on the very first volley and below, flashbulbs went off as pictures were taken.

Booming laughter filled the harbour as Twilight Sparkle prepared another volley…

Author's Note

You dun goofed...

Chapter 46

“I’ve missed you… I’ve missed laughing like this… I’ve missed us." Rainbow Dash, who had been laughing up to this point, heaved a sigh, then leaned over and gave Twilight Sparkle a sopping wet hug, latching onto Twilight’s neck and squeezing as tight as she could.

Twilight returned the hug, wrapping her wings around Rainbow Dash, and her eyes closed. As wet as she was, it was impossible to see the fresh tears now slipping from the corners of her eyes. “I missed my best friend, I don’t know what came over me.”

“Stuff just happens,” Rainbow replied as her barrel began hitching.

Sideralis, who had been laughing up to this point, stopped laughing. He stood, a tall, silent sentinel, dripping water onto the floor of the apartment he shared with the others. He looked at the two mares embracing, and felt a strange warm fuzzy feeling. He didn’t understand how relationships worked, or how things happened, but something about the water balloon fight had brought the two mares back together as friends. The vast, impossible to cross gulf between them had vanished.

“You did a good thing, Sid.”

Looking down, Sideralis saw Fluttershy looking up at him, and then her head turned to look at her friends. He didn’t understand how he was responsible for this. He turned and looked at both Rainbow Dash and Twilight Sparkle. Both were crying and he could hear soft spoken words being exchanged. He watched as Fluttershy went over and was pulled in by the pair.

“What’d I do?” Sideralis asked as Stout approached.

“Laughter, Sid… laughter is a powerful magic all of its own. You make ponies laugh,” Stout replied as she watched the three mares squeezing each other. “One of the Virtues of Equestrian society. Laughter, generousity, kindness, honesty, loyalty, and magic. Fluttershy is the Element of Kindness, Rainbow Dash is the Element of Loyalty, and Twilight is the Element of Magic. Three out of six ain’t bad.”

“I don’t get it.” Sideralis shook his head and looked at Stout, studying her face, hoping for some sort of understanding.

“When the Elements of Harmony took on a problem, when they took on a challenge, they were unstoppable together.” Stout shook her head and let out a sigh. “There was nothing they couldn’t do. There was no force of evil that they could not stop. There were no forces of indifference, hatred, or injustice that they couldn’t fight. They made all of Equestria, and by extension, all of the world, a better place.”

Lowering his voice, Sideralis said, “But then, the plague happened.”

“Yep.” Stout’s eyes narrowed and her ears pitched forwards. “The plague happened and destroyed a great and powerful friendship. What many felt was our best weapon for fighting Queen Mariposa was gone. Rainbow Dash was as good as lost. Rarity died. Pinkie Pie and Applejack are probably dead, if they aren’t in a changeling pod. The circle was broken. The magic died. While Twilight Sparkle’s magic is incredible, she has to be the single greatest force of magic in the world right now, I’ve heard her say with my own ears that her power has diminished a great deal since losing her friends.”

Sideralis felt a sinking feeling and then his spirit buoyed as he thought of something hopeful. “But… she has Rainbow back and they’re friends again… and she has Fluttershy. That has to give us an edge, right?”

Stout shrugged, her wings clanking against her sides. “I dunno. Maybe. I don’t know how these things work.”

Mustang, having emerged from the bathroom, looked into the living room at the three mares in a cuddle puddle, and then looked at Stout and Sideralis. She crossed the room and came over to her sister’s side, her mane still damp.

“We’ll be leaving tomorrow.” Mustang bumped up against Stout and gave her fellow C/Equine a grin. “Are you excited?”

“I don’t know,” Stout replied, being honest. “I suppose I am, but I’m nervous. Sid keeps having these weird dreams.”

Looking up at Sideralis, Mustang studied the large, powerful cyber alicorn. He looked thoughtful, there was the hint of a smile upon his face, and he was still quite wet, having done nothing to dry himself off.

“The alicorn and the tree… we’re supposed to go to them, but I don’t know where they are, but she wants us to come right away. It’s important.” Sideralis’ ears splayed out sideways and he looked down at both Mustang and Stout.

“You need to talk to Twilight about this,” Mustang said.

“What do I say? I don’t even know where to go… just keep being told, follow the stars. I don’t even understand what that means. It’s all very confusing.” Sideralis shook his head, causing his ears to flop around. “What stars? Why must strange magical forces be so cryptic? What’s wrong with being direct when you want something?”

“Well, whatever this dream alicorn and this tree are, they can wait.” Stout turned around and looked at the table, which still needed to be set. They’d need an extra plate put out because there was a guest and Stout was filled with silent relief that Twilight and Rainbow were back together as friends.

“I’m not sure that it should wait… it might be something important,” Mustang said as she moved to help her sister set the table, the stars upon her backside flashing for a moment as she moved.

The city sprawled out below them, glittering, looking as though it was some great treasure studded with jewels. Sideralis, Stout, and Mustang stood waiting on top of one of the tallest buildings in the city, enjoying the chilly wind and the spectacular view, waiting for friends to arrive.

Airships flew overhead, new constructions from the shipyards, living ships like The Ouroboros and the Phoenix Rising. They were small now, but growing daily, gaining strength from the love in the city below. One day, they would become fierce dreadnaughts, powerful weapons to be used against Queen Mariposa.

A large figure appeared upon the horizon, something almost not visible in the faint light provided by the city below, some monstrous looming shape that approached the building. The illusion of something powerful and dangerous was spoiled almost right away by the sounds of giggling borne upon the wind.

Spike the dragon, who had grown larger during the many months of Sideralis’ recovery, landed upon the building, his claws scraping and sending out showers of sparks. Sweetie Belle lept from his neck and landed with catlike grace upon the platform. Sweetie Belle smelled of wine and fine perfume—for a moment, when the silvery moonlight hit her, she looked every bit as glamorous as her sister, Rarity. The tipsy unicorn could not stop giggling, and began a dangerous dance near the edge of the platform, knowing full well that Spike would never let her fall.

The large, gentle dragon was the only creature larger than Sideralis, but not by much. Both were bulky, solid, and powerful looking, by all appearances, an equal match, a fearsome pair of bulky, burly protectors to protect all those smaller then they were—and everything was smaller than they were.

The wind gusted, causing manes and tails to whip around. Mustang and Stout began laughing as Sweetie Belle tap danced out a pleasing, clickity rhythm, her hooves clattering upon the steel platform with precision, grace, and speed.

Scootaloo arrived next, appearing in a bright orange blur. She landed, folded in her wings, and then strutted her stuff, looking very pleased with herself. She wasn’t like the other C/Equines present. She was slender, thin looking, light, airy, and she had no illusion covering her wings and giving them the appearance of feathers, much preferring the black, skeletal looking shiny metal of the changeling biosteel.

“Where’s Mjölna and Apple Bloom?” Scootaloo asked as she had a look around. “Usually, I’m the one that’s late—”

“Because getting you to stop flying is a chore,” Sweetie Belle said in a somewhat slurred voice.

“I can’t help it… flying is a dream for me… a dream come true.” Scootaloo extended her wings and began to examine them. “They’re so beautiful… I love them so much… I can fly.” As Scootaloo spoke, Sweetie Belle approached the stand near her friend.

Hearing wings, every pony and dragon present all turned their heads to look. In the distance, Mjölna and Apple Bloom could be seen, hauling a large crate between them, held aloft in a shared telekinesis field.

“We’re all here,” Spike said as he stretched his back and his tail. He began to drum his claws on the steel platform and watched as Mjölna and Apple Bloom came in for a landing.

The crate was put down on the steel platform with a heavy thunk of metal on metal, then Apple Bloom landed, followed by Mjölna. Both of them were smiling, and Apple Bloom in particular looked eager.

“Are we ready to get this party started?” Sweetie Belle asked.

“Apple Bloom and I have spent a lot of time in the explosives lab… I would expect quite a show,” Mjölna replied as she folded her wings against her sides. The powerful, bulky, heavy set C/Equine banged the crate with her hoof and it fell open, revealing many boxes on the inside.

“Oh, more wine,” Sweetie Belle said as her horn ignited and she began pulling smaller crates out of the larger. “Spike, darling, more wine!” Sweetie Belle let out a drunken titter.

Apple Bloom and Mjölna began pulling out boxes and crates from the large cargo crate and setting them in a neat, well ordered pile. Sideralis, curious, peered at everything, wondering what was about to happen, while also wondering what Mjölna and Apple Bloom had been doing in the explosives lab.

With a grunt, Mjölna began setting up a large tube, something about four feet in length and maybe a quarter of a foot around. It had two legs and leaned over at an angle. She opened a crate that was filled with smooth, round, shiny balls and glanced over at Apple Bloom, who was also setting up tubes similar to the first one that Mjölna had unfolded and set out.

“These are some pretty big boomers,” Spike said as he lifted up one of the balls and held it in his claws. The dragon examined the orb, his eyes narrowed and glittering. “I wonder if they taste good?”

“Spike, don’t you dare!” Apple Bloom shouted as she slammed the lid shut on the box Spike was peering into. “The last time you ate one of Mjölna’s boomers, it gave you ballistic grade flatulence and you wrecked Twilight’s apartment.”

“Eh, it got fixed,” Spike said with a dismissive wave of his claws, thankful that nopony had mentioned Twilight’s fate when she had been caught in one of the blasts. It was a good thing that alicorns were durable, sturdy creatures by nature.

“Mjölna and I had to fix it. We had to fix what you wrecked.” Apple Bloom gave Sweetie Belle a pleading look. “Make your dragon behave and tell him to not eat the boomers!”

“Spike, don’t eat the boomers… or you’ll be sleeping in the bed alone! I’m not in the mood to get blown up when I’m likely to have a hangover.”

The big dragon slumped over, looking crushed and disappointed. He stared down at Sweetie Belle, who stood giggling with her friends, Scootaloo and Apple Bloom. He then eyed the boomer held in his claws and with a sigh, he passed it over to Mjölna, who snatched it away.

“Cheer up, Spike. There’s bound to be delicious snacks in that crate,” Mustang said to the now despondent dragon. “Hopefully something that won’t cause you to blow Sweetie Belle to Tartarus.”

Scootaloo leaned up against Sweetie Belle and began tittering at Mustang’s words. The three Cutie Mark Crusaders all shared a laugh together as Sweetie Belle’s face flushed pink.

“What’s it like being in a bed with a dragon?” Apple Bloom asked.

“Imagine laying near a furnace all night long…” Sweetie Belle replied, “you don’t need blankets no matter how cold it gets.” The unicorn mare beamed with a radiant smile. “You just have to make sure that the furnace never hiccups or sneezes.”

“Sideralis has a pony warming mode,” Stout said as she joined the conversation. “Fluttershy and Rainbow Dash discovered it by accident. I suppose it was put there for emergencies.”

“It was,” Mjölna replied as she assembled another mortar tube. “I helped to design it. Sideralis was the only one of us big enough to hold a few extra toys. Sideralis’ heating mode is triggered by holding a shivering pony up against him.”

“Say, that’s pretty useful.” Scootaloo looked up at Sideralis, grinned, and then added, “I’m just happy I got my wings. I don’t need toys.”

A row of mortar tubes now stood, all of them aimed off in the direction of the ocean. Mjölna gave each and every one of them one last check, looking them over with a wary, watchful eye.

As Mjölna checked the mortars, Stout began pulling out food and drink from the crate. Not only was there wine, but also root beer. Ice cream was packed into a nitrogen cooled cooler. A selection of treats and snacks awaited.

“I think we’re ready for the test fire… who wants to do the honours?” Mjölna asked.

The gathered ponies and dragon all looked at one another, exchanging glances, pointing at one another, each of them trying to determine who would send off the first shot of the evening.

“Mustang, you should,” Apple Bloom said.

“Why me?” Mustang asked.

“Because,” Apple Bloom replied, “this was your idea… all of this was your idea. You said a little get together would be good for us as friends. You’ve been a lot less of a bitch lately and—”

“Apple Bloom!” Sweetie Belle poked her lifelong friend in the side.

“Just being honest.” Apple Bloom glanced at Sweetie Belle and then back at Mustang. “As I was saying, you’ve changed. You’re coming right along and I’m proud to have you as my friend, even if you are still bitchy sometimes—”

“Apple Bloom!” Sweetie Belle said again. “And don’t you dare say you’re just being honest!” Sweetie Belle pressed her hoof over Apple Bloom’s mouth before anything else could be said.

“Sweetie, it’s okay… she’s right. I’m still learning.” Mustang lifted her head high, took a deep breath, and lifted up the boomer offered to her by Mjölna. “Here’s to friendship.” She hefted the round orb, holding it in her magic and smiled.

Before Mustang could drop the orb into a mortar tube, Mjölna gave her a reminder. “Please remember proper safety procedures before launching several pounds of explosives into the night sky.”

Nodding, Mustang made ready, turned to face her friends, grinned, and then said, “Fire in the hole!” as she dropped the orb into the waiting mortar tube.

There was a loud —POOMF!— and a shrill sound as the orb went streaking off towards the ocean. A few seconds later, there was a deafening explosion that made everything shake and rattle.

The sky lit up and the explosion took shape; Twilight Sparkle’s cutie mark lit up the night sky, growing, expanding, a near accurate representation of the real thing, right down to the colour and the little stars that surrounded it. It was massive in size, filling up the night sky with sound and colour. For a moment, the night was as bright as day.

Mjölna’s knowledge of explosives was unmatched, and Apple Bloom made for a fine apprentice. The companions stood on the rooftop platform, watching as Twilight’s cutie mark faded from the night sky, the sparks raining down and burning out.

“Tomorrow, we leave and we head towards what is probably trouble,” Mjölna said in a subdued voice. “I’d venture a guess that we’re heading towards a fight. I think we’ll be fine just so long as we all stick together. All of you need to listen to me and do as I say. I will do my best to lead you. I hope I won’t let you down.”

“Here’s to hoping that everything works out okay.” Sweetie Belle lifted up a bottle of wine in her telekinesis. She turned to look at Apple Bloom and Scootaloo, her best friends. “I can’t be with you, but I’ll be there in spirit. Show the world that the Crusaders don’t take no shit from nothing.” Sweetie Belle hiccupped, swayed a bit, and then began to giggle.

“Here’s to friendship,” Mustang said as she lifted up a bottle of root beer for Sideralis.

“To friendship,” Sideralis replied as he took the offered bottle of root beer into a telekinetic field generated from his extended hoof. The bottle trembled a bit, but he held it.

“To high explosives!” Apple Bloom lifted up another orb and grinned. “Fire in the hole!”

This time, the explosion was three bright red apples in a group. Apple Bloom sat down as she watched and her face became a mish mash of happiness, fierce rage, sorrow, and pride. She lifted her front leg and pointed at the image as it lingered in the sky.

“I made that.” Apple Bloom’s voice was thick with emotion. “That one is for you, Applejack. I made one for Big Mac, too… and Granny Smith. Mjölna and I made a whole bunch of memorial shells.”

“A reminder of why we fight.” Mjölna extended her wing in a salute as the three red apples in the sky began to dissipate. “A reminder of what was taken from us.”

“Do you have Rarity’s?” Sweetie Belle asked in a pensive whisper.

“It’s around here somewhere,” Apple Bloom replied to her friend. “Lemme look for it and I’ll let you launch it.”

“Thank you,” Sweetie Belle gasped, her voice almost sounding strangled. “Someday, I’m gonna go home and Spike and I are going to build a nice house were Carousel Botique used to be. It was… it was…” —Sweetie Belle’s barrel began hitching—“it was on fire when we left…” Sweetie Belle fell silent and closed her eyes.

Before she could begin crying, Spike swept her up and crushed her to his chest, wrapping his arms tight around her.

“I took this body,” Mjölna began, “to defend my best friend and my most trusted companion, Twilight Sparkle. I took this body so I would never stop fighting. So I would never be worn down. I will not stop, ever, until I am home again. I don’t care if it is a year from now or a hundred years from now. I will go home and I will retake what is mine.”

Mustang moved beside Mjölna and then stood still. “Trust never rusts. Even if Twilight doesn’t live long enough to see this through, we’ll finish this job.”

“Damn right.” Mjölna extended her hoof towards Mustang and grinned when Mustang bumped it with her own. “So long as there is breath in my body, so long as my servos keep functioning, so long as I have power, I will be loyal to Twilight Sparkle’s vision… I will never falter, I will not fail, and I will get us home even if she can’t. I hope it doesn’t come to that though.”

Mustang nodded. “Here’s to hoping…”

Author's Note

Thus ends this act.

When next we meet, we'll be in the air.

Chapter 47

The Ouroboros flew towards the unknown. There was sky above them, ocean below them, and the city of Maredina was now far behind them. Sideralis stood on the deck, feeling the breeze, and trying to control his rising feelings of anxiety as he missed Stout. She was working, doing whatever it was that she did as a nurse aboard a warship, and Sideralis’ only company was Rainbow Dash, who was napping in a hammock.

He and Stout had been given their own quarters, a room near Ouroboros’ heart. The walls were black, the colour of the changeling biosteel, and instead of being flat and the room square, the walls had gentle curves, bulges, and the room itself had its own unique shape. But there was a large, comfortable bed and the entire space was suitable for what he and Stout liked doing in their spare time, which most of the time involved he and Stout holding one another while Stout told him her hopes and dreams, of which she had many.

There was a distant boom but Sideralis did not panic, nor did anypony else. He turned his head, his eyes narrowed, and he scanned the horizon, looking for the source, knowing that she would be on deck sooner, if not later. Sideralis sighed, feeling bad for Scootaloo. She and Rainbow Dash both were so hard on themselves, pushing themselves harder than necessary to perform. Both of them had unrealistic expectations.

He sighed again, wanting to see Stout. These long stretches were hard on him, even with another pony he was close to. There was a faint, vague sense of panic now, a growing sense of worry. He had been imprinted upon Stout after coming out of the pod. He loved her, even if he didn’t quite understand his love. He still had very coltish thoughts about things, and deep down inside, a part of him was still the timid little school colt that he had been inside of the Unity Web. The world was often a confusing place that he couldn’t make sense of.

So Sideralis tried to laugh at it. He made jokes and he laughed about it. He made others laugh about it. Somehow, the laughter made everything okay. Things weren’t so bad if you could laugh about them. He tried to make others laugh about their problems.

Sure enough, he saw an orange streak come zooming in and he prepared himself. Scootaloo was probably going to need a laugh. She wasn’t flying straight, but weaving from side to side, a sign of distress. She was coming in far too fast and Sideralis looked around, looking for Blossomforth, the Tyrant of the Deck.

With no sign of the Tyrant anywhere, Sideralis kept his eyes on Scootaloo, hoping that she wouldn’t botch her landing. When she got emotional, she was prone to crashing, which was disastrous on deck. There were ponies here, quite a few. Sideralis began to warm up his telekinesis projectors just in case, even though he was uncertain if he could stop her.

Scootaloo slowed, wobbling in the air, and her legs kicked out as she approached, bracing for landing. Sideralis watched and waited, his eyes locked on Scootaloo, and a steady stream of techno-garble flew in front of his eyes, which he did his best to ignore, not wanting to be distracted if something went wrong.

The orange C/Equine came streaking down, hit the deck, and went into a skid. She kicked and scrabbled, her wings flapping as she tried to gain control, and a stream of profanity poured out of her lips as ponies scattered.

Sideralis, being the helpful sort, took the practical approach to helping Scootaloo stop. He stepped in front of her and stood still. Scootaloo skidded into him and smacked into his side, bounced, and fell over onto her backside, her wings still flapping. Sighing with relief, Sideralis sat down beside Scootaloo, thankful that nopony was hit and that the deck wasn’t torn up too much from Scootaloo’s hooves.

A moment later, he felt two legs wrap around his neck and he could feel Scootaloo trembling against him. She was almost sobbing, a difficult thing to do as a C/Equine, but it was possible. They even had a means for producing tears, even though their eyes were secured behind a transparent armored panel and made to look normal through illusion.

“Six hundred and eighty one knots!” Scootaloo’s grip around Sideralis’ neck tightened to levels unbearable for the common pony. “Six hundred and eighty one knots! I’ve smashed the sound barrier! How come there is no rainboom?” Burying her face into Sideralis’ neck, Scootaloo let out a wordless wail of anguish.

Sideralis didn’t know what to do. Six hundred and eighty one knots. Six hundred and seventy six knots. Six hundred and ninety two knots. Six hundred and seventy nine knots. So many sonic booms, but not one rainboom. It was tearing Scootaloo up that the mythical rainboom just wouldn’t seem to happen for her, no matter how fast she went. And no mistake, Scootaloo was fast.

He had no idea how to comfort finicky, flighty, performance obsessed pegasi ponies, or in Scootaloo’s case, a former pegasus.

“I’m not even crying real tears! I’m not even real anymore… maybe that’s why I can’t do it!” The dam broke and the floodgates opened. Sobbing, Scootaloo kicked down with her hind leg and put a dent into the deckplate she and Sideralis were sitting on. The blow rang out like a gong. “I’m cheating! That’s why its not working! I’m cheating!”

“Scootaloo…” Sideralis didn’t know what else to say, so he sat there, feeling useless, holding the distraught and sobbing cybernetic mare. He heard a yawn and approaching hoofsteps. He turned and saw Rainbow Dash.

“Scoots… Scoots… Scoots…” Rainbow Dash sat down near Sideralis and Scootaloo, yawned again, rubbed her stomach, stretched her wings, and then shook her head to clear away her sleepiness. “Scootaloo… there is more to it than just crashing through the sound barrier… there is a magic to it… but you’ll find it, I promise. You’ve got the right stuff, Squirt.”

“No I don’t… I’m fake… I’m a phony… I’m not even real anymore—”

“You shut your mouth, Squirt.” Rainbow Dash’s eyes narrowed and she leaned forwards. “I’m too sleepy to deal with your shit… you cut that out right now. You’re as real as I am or as Sideralis is.” Rainbow lifted up her hoof and pointed it at Scootaloo. “The magic will happen… you’ve just gotta wait for the right moment. I did it once and then never did it again for a long, long time… it didn’t come back to me until I had to rescue somepony that I cared about”—Rainbow Dash’s voice dropped into a low, raspy whisper— “somepony that I loved.”

Scootaloo pulled away from Sideralis, sniffled, and a long string of snot dangled down from her nose, stretching, growing longer, and almost reaching the deck. Her face was stained with tears.

“Scootaloo… it isn’t about just going fast. You have to put all of yourself into it. Your whole self. Mind, body, and spirit. If you have to think about it, if you have to force it, it won’t happen. Trust me, I know… I drove myself crazy. It only happened when I stopped thinking about it and just let go. You’re making yourself crazy trying to force it to happen. Rainbooming is like farting… if you have to strain and force it to happen, everything will end in shit.”

Snot still dangling, Scootaloo giggled, causing the snot string to wobble, glistening in the sunlight as it swayed back and forth. She sniffed, making a sharp, strong inhale, and the snot globule vanished up her nose.

“Squirt, that’s disgusting. Ugh, I think I’m gonna be sick. I always thought Apple Bloom would be the gross one.” Rainbow Dash closed her eyes and her ears pinned back against her skull as the wind whipped her rainbow mane all about.

“I’m gonna have to start calling you Snotty-loo.” Sideralis prodded Scootaloo with his hoof. He was rewarded with a laugh, even though tears were still flowing. He had an idle thought of wondering how her internal systems were handling this display of emotion, still crying, but also laughing. “Snootaloo?”

“Stop, you’re horrible.” Scootaloo sniffled and wiped her nose with her foreleg. “Thanks. Both of you. I don’t know what I’d do without you both.”

“You need my kind of awesome in your life, Squirt.” Rainbow Dash puffed out her barrel and pointed at herself with her hoof. “Admit it.”

“Yeah,” Scootaloo replied in a breathy exhale.

“It’s kinda awesome that you’re all grown up and I’m still young and we can have all kinds of fun together now…” Rainbow’s words trailed off and the smile upon her face vanished. Her eyes began to glisten and the little blue pegasus started to tremble. “I missed out on watching you grow up. I wasn’t there… I wasn’t there when you had your first kiss… or fell in love… or any of those things… I wasn’t there. I wasn’t there for you.” Rainbow Dash began to sniffle, which in turn caused Scootaloo to sniffle.

“I never got kissed… I was too sick. I never fell in love,” Scootaloo said.

“That’s even worse,” Rainbow wailed, “I wasn’t there for you when you were hurting and you needed me most!”

Sideralis’ ears drooped. Scootaloo and Rainbow Dash both had mercurial moods that shifted like the wind. They had both just been laughing and now, they were on the verge of tears again. There was a beeping in his ear and then a warning flashed in front of his vision letting him know about Rainbow’s rising levels of distress; elevated heart rate, pulse, and breathing.

“I need Fluttershy,” Rainbow Dash said in a low moan as she began to rock back and forth. She wrapped her thin wings around herself in a hug. “I don’t like how I’m feeling… I need Fluttershy. I think I’m gonna be sick.”

Feeling sad, not feeling at all like laughing, Sideralis made ready to carry the distraught pegasus to Fluttershy, and he hoped that he could find her. He hoped that Rainbow could hold it together until Fluttershy was found.

Stout came out of the room, shut the door, and Sideralis saw her look up at him. She looked worried, but there was something else about her, something beautiful, something he couldn’t quite put his hoof on.

“I think she’ll be fine… just a little anxiety attack. She had to be given a sedative.” Stout stepped closer to Sideralis, sighed, and then rubbed her face against his neck. “Scootaloo has been crying again.”

“Yep.” Sideralis angled his head and looked down at Stout. “Something different about you, Stout.” Sideralis couldn’t help but notice. Even with Rainbow Dash’s anxiety attack, Stout was still in a good mood. A very good mood. She kept rubbing up against him and Sideralis felt the first awakenings of arousal.

“I helped to deliver a foal this morning… the birth was a little rough, but everything worked out fine… Chrysalis was there… she’s drunk right now from all of the love. I feel so happy.” Stout continued to rub her face against Sideralis trying to find a place that wasn’t soggy from tears.

“Foals… on a warship… that just sounds so wrong.” Sideralis lowered his head and gave Stout a nuzzle on her withers, which caused the affectionate mare to wicker pleasantly.

“We need the love… Twilight and Chrysalis know the risks, but there is nothing quite so loving as a new mother and father. That’s why we keep foals on this ship. That’s why Sweetie Belle has her magic kindergarten. All of this keeps The Ouroborus strong. It also makes him protective and aggressive. He loves the little lifeforms running around inside of him, or so Chrysalis says. They’re his foals too. He provides for them and keeps them safe.”

“I suppose so, but what if we’re attacked?” Sideralis asked.

He felt Stout pull away from him and he looked into her eyes. Her orange eyes darkened and her ears tilted forwards in an aggressive manner. “Anything comes aboard my home and threatens those I love… make no mistake, I will destroy them. I will disincorporate their molecular structure into nothing but a mass of subatomic particles left to drift away into nothingness.”

“Stout, I think I like you more when you’re sweet and act harmless… I don’t think I like you when you’re scary.” Sideralis lowered his head and before Stout could reply, he kissed her on the cheek. As he was pulling away, he was surprised by two lips latching on to his and he shared a somewhat sloppy, slippery kiss with Stout before he did pull away.

He saw her mouth open, saw her throat move, but Sideralis got his words out first. “I do kinda like it when your dirty though. Does anypony even know just what sort of dirty pony you are?”

Whatever it was that Stout was about to say came out as a giggle. She looked up, her eyelids going heavy and she gave Sideralis a sultry, come hither stare through half open eyes. “What will it take to keep you quiet about that? I can’t have my reputation ruined. Can’t have a dirty, slutty nurse prowling the ship, can we?”

“Stout!” Sideralis’ voice came out as a coltish squeak and his blue face took on a purple tinge. He let out a nervous giggle and stomped his hooves.

“Well, if I can’t bargain with you, maybe I can bargain with Mister Winky,” Stout whispered as she turned to walk away. She flicked her tail at Sideralis, encouraging him to follow. “Mister Winky and I know how to see eye to eye.”

Gulping, Sideralis let out a bellowing wicker, snorted, and then took off after Stout, who was gazing back at him with the most inviting stare as she sashayed away. He followed, wondering, hoping, curious if Stout would do that thing she did. Sideralis let out an enthusiastic whinny as he trailed after the naughty nurse, hoping for a very thorough examination.

Author's Note

Soon...

Chapter 48

Isla Colibaba lay obscured in mist far ahead of The Ouroboros. The airship kept its distance and remained in the clouds, appearing as nothing more than a cloud, rendering itself almost invisible to observation by a casual observer.

Twilight Sparkle paced the deck, with Mjölna standing guard close by, a look of intense concentration upon her face. Not too far away, Queen Chrysalis stood. She had grown, Queen Chrysalis had, becoming taller, becoming empowered by all of the love present. Several drones stood watch around Chrysalis.

Sideralis, surrounded by four other C/Equines, watched as Twilight paced, a relaxed looking smile upon his face. Creamy Stout stood on his left, Mustang Salvation on his right, with Apple Bloom standing beside Stout and Scootaloo beside Mustang. Scootaloo had just returned from a quick scouting of the islands, and she had seen nothing worth reporting from the air.

“Chrysalis?” Twilight said, stopping in place and looking at her friend and fellow survivor. “What should we do? I must confess, I am hesitant to send the C/Equines into what is probably trouble… they need more time… more testing… what if something goes wrong?”

“What if something goes right?” Chrysalis countered, her eyes narrowing. “Sooner or later, we have to trust in our work. Yes, we’ve done a lot of upgrades to all of them. Yes, there are some things we are uncertain about. Yes, there are still some bugs to work out, no doubt about that. There are still a few unknowns… we could spend years testing, but we won’t learn as much as a day of combat testing.”

Twilight sighed and her head drooped. “You’re right.” Twilight shook her head. “That horrible day that we had to take Cyclops during the attempted revolution… even then, we learned so much. Mustang’s combat excursions onto Equestrian soil.” Twilight lifted her head and looked over at Mjölna, a pained expression upon her face.

“Old friend, you’ve been with me since all of this started. You’ve always been there for me. You’ve watched over me, guarded me, you’ve protected everything I hold dear to my heart. You were posted as my royal guard, but a long time ago, you became my friend, then a close friend, and over time, one of my most trusted confidants.” Twilight swallowed, feeling a lump in her throat, and then pointed over towards Sideralis. “I need you to look after them… lead them. Teach them. Keep them alive.”

Mjölna grunted, bowed her head, and whipped her wing out in a starchy salute. The former earth pony, now a C/Equine, stood tall and proud. She gazed into Twilight’s eyes, her face expressionless, and she folded her wing back against her side. “As you command.”

Twilight felt a tightness in her barrel, these weren’t just soldiers she was sending down there, these were friends, dear friends, ponies that she loved. She looked over at them. She had watched Apple Bloom and Scootaloo grow from foalhood into marehood, and also Stout and Mustang. She had a memory of little Stout following Fluttershy around, getting underhoof, and tickling the yellow pegasus’ belly, trying to get her mother to laugh. Stout had received the first of the upgrades way back then, she was the success that Twilight and Chrysalis had been looking for.

She thought of Sideralis and seeing him for the first time, when she had gone and raided the vault where he was being kept. Ponies had died to recover him. Lives had been given. While a few lives had been lost, so many other lives had been saved. Sideralis’ alicorn biology unlocked many secrets of biomancy and biomechanical integration. Cures had been made. Eyes were now being manufactured, along with replacement organs and wings. Sideralis, just by the virtue of being what he was, an alicorn, had saved his species—his existence alone had been enough to turn the tides. Now, there was a feeling of momentum. With new eyes and wings, hope had returned.

With Rainbow Dash practically resurrected from the dead, public support had swung back around into Twilight’s favour. It was miraculous, if one wanted to call it that. And all of this had been achieved at the cost of some lives. Twilight felt a heaviness upon her spine and found it difficult to breathe. She watched as Mjölna stepped away to join the others.

Six was a good number. Six was an excellent number. A long time ago, six ponies had done much to save the world. They had gone on adventures. They had become fast friends. They had laughed together, cried together, had sleepovers, and had even gone crazy together. Twilight looked over at Fluttershy and Rainbow Dash, who stood together. Fluttershy had red eyes and her cheeks were darkened from tears. Rainbow Dash kept wiping her eyes with her foreleg.

She felt as though she was betraying them.

Twilight was sending out two mares that Fluttershy called her daughters, two mares that Fluttershy had raised. One of them was just now coming around, improving herself, and becoming a better pony. Mustang was healing, getting better, becoming the pony that she was meant to be.

Stout was a filly that had grown up in her mother’s shadow, following her around, and even learning to become a nurse just so she could be more like her mother. Stout had been the good filly, she had given all of her self over to the program, mind, body, and soul, having done so from an early age.

Not just two daughters, Twilight realised, but a son as well. Fluttershy loved Sideralis—the yellow pegasus had confessed to Twilight that she felt as though she was obligated to be Sideralis’ mother until Luna’s return. But Sideralis was more than a son to Fluttershy.

He was also Rainbow Dash’s fellow troublemaker and brain freeze bestie. The pair were close… so close. It reminded Twilight of Pinkie Pie and Rainbow Dash and how they were, always playing pranks, always getting a laugh, always looking for fun.

Always in trouble.

Twilight felt a case of the sniffles coming on.

If things went wrong, there was a lot being sacrificed. She looked at her best friend and most loyal companion, Mjölna. Mjölna was the most experienced warrior they had. Twilight’s gaze fell upon Apple Bloom and Scootaloo. She was putting them in danger… she was allowing them to put their lives at risk. She hoped that Applejack, wherever she was, could forgive her. Twilight had worked very hard to keep Apple Bloom alive and safe.

All of that was coming to an end now… Apple Bloom would be going into the most dangerous situations imaginable. Twilight felt as though she was betraying Applejack’s memory.

Twilight suffered a moment of total clarity and understanding. She now knew what it felt like to be like her mentor, her teacher, and her friend, Princess Celestia. These weren’t just soldiers she was sending into danger, these were friends, loved ones, ponies that Twilight knew intimately, ponies that Twilight had shared her life with. Ponies she had history with. Ponies she had shared secrets with.

Princess Celestia had sent six mares into mortal danger so many times. Mares that she knew. Mares that she had spoken with. Mares that had become her friends. They had danced together, they had attended the Grand Galloping Gala. Mares that she had been close to.

And now, Twilight Sparkle understood all too well what it felt like for her mentor. She felt her heart breaking, it was a physical sensation, almost as if it was being ripped in two. She felt her knees wobbling. Her wings felt heavy against her sides. At that moment, Twilight Sparkle wanted nothing more than to go back to her quarters and bawl her eyes out.

“Prince Sideralis of the Lunar Court,” Twilight began in a husky voice, “it is your duty to defend ponykind, just as it was your mother’s duty. Isla Colibaba, a once thriving settlement, a prosperous city-state, has gone silent. I need you to go there and investigate. If there is a threat, it must be removed.” Twilight coughed and cleared her throat. “If there is an infestation, it must be purged. If necessary, raze everything and cleanse everything with fire. This is a threat that must be dealt with.”

Twilight saw Sideralis step forward. There was no smile upon his face. He looked grim, serious, his expression was hard. She saw his head bow, and then he made a clumsy salute with his wing, a mimicry of Mjölna’s salute.

“Mjölna will be your advisor. You would be wise to listen to her and do everything she says. She is the voice of experience. She will keep you alive. Come back to The Ouroboros when you know more.” Twilight snapped to attention, extended her own wing, and gave the group a solemn salute.

She watched as the salute was returned and she fought back tears. When this was over, when they had departed, she planned to go to her quarters with Rainbow Dash and Fluttershy, and she hoped that her friends could get her through this.

“Let’s do this and get it over with,” Mjölna said as she began to make her way to the edge of the deck. “I’ll bring them back, try not to worry, Twilight.”

Standing resolute, Twilight watched as they departed, she watched them wave, and she watched as Fluttershy stood rooted to the spot, weeping as her family prepared to go. Sending soldiers out on a mission had never hurt like this before.

One by one, they lept off of the edge, down into the clouds, off into danger. Apple Bloom was the last to go, spreading her wings, and taking a less than graceful tumble over the edge as she slipped and tripped.

Not one pony on deck laughed.

Before the floodgates opened, Twilight hurried away, hoping that her friends would realise that she was suffering, hoping that they would follow, hoping that they would be there to console her, comfort her, tell her she was doing the right thing, and somehow make everything better.

Because that is what friends do for one another.

The companions dropped through the clouds, flying in a triangle formation. Sideralis flew in the middle, up front and at point, Stout and Mustang flew on his left, Mjölna and Apple Bloom flew on his right, and Scootaloo flew in the center behind Sideralis.

“Okay, listen up,” Mjölna began, “the main island is a big hill rising up out of the ocean and it is surrounded by a bunch of smaller islands. It is an old caldera. The main island, being a hill, has surprisingly few roads. There is a network of tunnels going through the island, so the ponies who live there could pull wagons along a flat surface. In the middle of the island, there is an enormous vat where a number of tunnels intersect. Olive oil would be collected there and would be pumped out and shipped away by airship later.”

The clouds broke and the companions hit clear air. The ocean was bright and blue below them. The wind was heavy just below the clouds, and all of them had to make adjustments, except for Sideralis, who smacked into the wind and showed it who was boss. A flying brick wasn’t too concerned with wind.

“If this place has been taken over by the bad bugs, we’ll find them in the tunnels. I’m guessing that they have turned the olive oil vat into the vault to store pods. If they are colonising the isles, we’ll probably encounter biostructures that we’ll need to purge. We might need to go back to the ship and load up on weapons and explosives, but that’ll come later. This is a scouting mission, at least for the moment.”

Sideralis angled his wings and began a faster descent, wanting to get down to ocean levels before reaching the outer isles. His companions followed, and he saw Mjölna give him a nod of approval. He tried tucking his legs a little closer to his body to reduce drag. Behind him, Scootaloo was having a smooth flight in his slipstream, and hardly even needed to flap her wings.

“When dealing with the infested, don’t panic,” Mjölna said. “If we encounter them, I’ll show you what to do. You have to dismember and obliterate them. It can be a little unsettling the first time you take a head off of a pony and a bunch of tentacles come out of the neck hole. Try not to panic.”

Cringing, Sideralis had an all too vivid memory of the dream he had witnessed flash through his mind. He hoped that he could deal with it when it happened. He felt jittery, but still. His mind felt jittery, nervous, but his body was regulated, kept under control by his various systems. It was an odd feeling and Sideralis felt disconnected from his physical self because of it.

In no time at all, he was skimming over the surface of the ocean. If he stuck his hooves out, he could kick the water below him. His flying was steady and smooth. He heard splashing beside him and saw Mustang skating over the top of the water, kicking up a fine mist with her hooves. Stout was laughing. Everypony seemed to be in high spirits.

On the horizon, Sideralis saw an island. His vision locked in on it, sharpened the image, and magnified it. The group continued in, low and slow, hoping to avoid detection. All around Sideralis, he heard the faint hum of telekinesis projectors being fired up, and he powered up his own. Horns began glowing, but not his own, which he still hadn’t been able to do much with.

Mjölna pointed ahead and called out, “Here we go…”

Author's Note

Next chapter... Mjölna demonstrates the difference between training and experience.

Chapter 49

This outer island was little more than a collection of a few farms, a couple of sturdy farmhouses, and a series of terraces carved into the steep slopes to grow olives. Sideralis hunkered down behind a retaining wall along with the others, watching a lone, solitary changeling that paced back and forth quite some distance away.

It was confirmation, but Mjölna didn’t trust it. The changeling clearly wanted to be seen. It made no effort to hide, no effort to disguise itself, it walked out in the open, revealing itself. It was clear, to Mjölna at least, that they were expected.

“Okay, pay attention and listen up. I’m about to give you an example of experience versus training,” Mjölna said in a low voice to her fellow C/Equines. “Keep your eyes on that bug and stay quiet.”

Saying nothing else, Mjölna pulled a brick out of the retaining wall, hefted it in her telekinesis, and then went still, staring at the changeling as it paced back and forth, as if it was a soldier on guard duty.

Sideralis waited, not knowing what else to do. He zoomed in on the changeling to study it. The changeling looked very much like the other changelings he knew. Changelings that he liked. Changelings that he had made laugh. According to his heads up display, the enemy changeling was about three hundred and fifty yards away, or about three hundred and twenty meters. The wind was blowing at a steady thirteen point zero three knots per hour.

“Why are we waiting?” Mustang demanded in an impatient whisper.

“Hush,” Mjölna said, still holding her brick in the telekinetic field projected from her hoof. “Just be quiet and pay attention. Watch.”

“Nothing to watch, I could have killed him by now,” Mustang muttered.

Scootaloo squirmed beside Apple Bloom and her wings gave an impatient twitch. “I could have blitzed the bug by now. He would have never seen me coming. This is booo-ring.”

“Shut up,” Mjölna demanded.

The companions lapsed into silence and Sideralis waited, watching, knowing that Mjölna was going to do something. Maybe something amazing. The changeling paced back and forth, moving as though it was made of clockwork.

Saying nothing, Mjölna extended her foreleg towards the sky and launched the brick. It shot upwards, tumbling end over end, and Sideralis noticed that the brick was launched in a direction away from the changeling. His vision zoomed in on it, a little red target reticle forming on the brick as it flew, and he watched as it flew off at an angle.

The wind pushed the brick, changing the flight path. Sideralis’ eyes narrowed and he locked onto the changeling again. Techno-garble flashed in his vision, and numbers of probability began flashing. The brick was being pushed by the wind, correcting its off angle flight, and the brick reached the top of its long parabolic arc.

The changeling continued to pace back and forth as the brick began its downwards descent. Sideralis could feel the tension in the air—Stout, Mustang, Apple Bloom, and Scootaloo were all watching, all wide eyed, each one of them waiting. Time felt slow, sludgy, and the brick tumbled lazily through the air.

“No way…” Mustang breathed. “Impossible.”

“Improbable,” Apple Bloom said in a low voice.

Just as Stout was about to say something, the brick collided with the changeling’s head, the bug walking right into the brick’s falling trajectory. The enemy bug slumped down as its chitinous head was crushed into paste by the falling brick. The companions all stood in silence, staring, except for Mjölna, who stood there looking smug.

“Experience,” Mjölna whispered to her fellow C/Equines.

As Scootaloo was about to reply, at least a dozen changelings popped up out of the dirt and began to look around. Scootaloo remained silent, watching, and after a moment, she glanced at Mjölna, who was grinning.

“Just as I thought, the lone guard was bait to lure us in and attack.” Mjölna looked at Mustang and then at Sideralis. “We’re gonna go in hot and heavy. Flying wing. Keep Scootaloo behind us and shield her. Sideralis, we’re gonna need you up front… let your targeting system do all the work. Mustang, Stout, keep an eye on our flanks. Something will try to blindside us I bet. Apple Bloom, eyes on the ground for more hidden bugs. Scootaloo… anything that targets Sideralis, terminate with extreme prejudice.”

Wings snapped out, horns began glowing, and as a group, the C/Equines took to the air…

It was over before it even started. Telekinetic pulses rained down, brilliant bursts of colour and light flashed, and the changelings were blown to pieces before they even knew what had hit them. Sideralis watched pieces of the last one tumble to the ground. Ichor oozed. Nothing else tried to flank them and there were no more bugs lurking underground.

It was over. Sideralis hardly even had time to think. One moment they were coming in, lights flashed, the air filled with a burning smell, and then it was all over. Something beeped in Sideralis ear and he came in for a landing, a rough landing on the soft, black volcanic soil.

He had killed four of them. His left leg and had pulsed twice, and his right leg had done the same, and each pulse had scored a killing blow. He approached his fallen foes, feeling peculiar, feeling bad. He liked changelings. He liked Queen Chrysalis. He looked down at the dismembered bodies of his fallen foes, who were little more than twitching bits on the ground.

It was awful. Sideralis felt awful. He had done something awful. He lowered his head and looked down at what he had done as his companions began landing around him. Guilt flooded his mind. He had done this without thinking, without effort, he had gunned these poor changelings down.

Inside, something broke, and Sideralis began weeping, his sides heaving and hitching. He sat down in the dirt, feeling terrible and ashamed for what he had done. He felt like a bad pony. He had taken life away from a living, breathing, thinking, feeling thing.

“Sid?” Stout prodded Sideralis in the ribs and asked, “Sid, why are ya crying? They’re bugs, Sid… the enemy. They’d kill you in a second and rip all of us apart.”

“I feel bad.” Sideralis felt wretched inside. His biomechanical innards all squished around inside of him in a most unpleasant way.

“Sid, they’re just bugs…” Stout shook her head.

“You know, for somepony who says they love him so much, there’s a lot you don’t understand about him,” Mustang said to her sister in an acidic voice. “You don’t get it, do you? You’re so wrapped up in what you want from him, that’s all you can do when you’re with him is think about your own hopes and dreams… you barely even understand him… you don’t even know what he is—”

“Hey!” Stout snapped as she glared at Mustang.

“You don’t even understand why he’s hurting!” Mustang returned her sister’s death stare, her arctic blue eyes flashing with anger.

“Fuck you!” Stout’s lip curled back into a snarl.

Stepping forwards, Apple Bloom inserted herself between the two sisters. “Mustang, you’re being a real bitch about this—”

“Apple Bloom!” Mjölna shoved her way forwards and gave Apple Bloom a disapproving look.

“What?” Apple Bloom gave Mjölna an innocent look as the two sisters continued to glare at one another, and Sideralis sobbed over the bodies of the fallen changelings. “I was just being honest.”

Mjölna rolled her eyes in frustration as Scootaloo sat down beside Sideralis and tried to comfort him. Apple Bloom stared at Mjölna, not quite sure what she had done wrong. Mustang turned away from her sister and heaved a sigh.

“Bloom is right… I was being a bitch… I’m sorry…” Mustang took a deep breath and then continued, “Stout, don’t you understand?” Mustang pointed at Sideralis with her hoof. “He has an adult body, he can do adult things, but deep down on the inside, he’s still just a colt. A little one. He’s never grown up. That’s why he’s a goofball. He’s a colt trapped in a stallion’s body. He’s the only pony around that has the same maturity level as Rainbow Dash. Why do you think they get along so well?”

Stout’s anger melted away and vanished, like the flame of a candle being extinguished with a strong wind. She looked at her sister, then over at Sideralis, and she felt ashamed. Now that Mustang had said it, it was obvious. Sideralis looked very much like a colt that accidentally killed something, perhaps a butterfly, and had learned the hard lesson that life was fragile.

This was not something she had expected to encounter in the field. She watched as Scootaloo patted his side and pressed herself up against him. Sideralis was crying so hard that he was whooping. Mjölna stood nearby, looking frustrated, and seeing Mjölna’s expression, Stout could not help but feel disappointed with herself. All of this had gone wrong.

“Oh fuck me,” Stout swore and then she gritted her teeth as Sideralis continued his whooping wails. The sound infuriated her—she wasn’t angry with Sideralis, no, she was angry with herself. She eyed her sister and felt even more ashamed.

“Oh fuck everything, we’re a mess. We don’t have the conditioning of soldiers.” Mjölna stomped her hoof in frustration, her eyes narrowed, and for the lack of anything else to do, she began to study the skies around her, keeping a wary eye out for trouble.

“I’m sorry, Mustang,” Stout said, apologising to her sister.

“So am I… I don’t know what came over me… I care about Sid too… and it hurt me that you didn’t have a clue… I wanted to make you feel bad for it,” Mustang replied, trying to explain herself.

“We should go back to the ship,” Mjölna said, “we’ve botched this mission. We’re a mess. I’ll tell Twilight that we ran into complications and I’ll—”

“No,” Sideralis said, interrupting Mjölna. “We have to keep going.” He sucked in a deep breath as Scootaloo kept patting him, trying to comfort him, and he fought to be able to keep speaking, choking back his sobs. “We have a job to do. That’s why we’re here. I’ll be okay.”

“This guy right here”—Mustang pointed with her hoof—“he’s getting a rootbeer float when we get back.” She moved to Sideralis’ side and gave his neck a friendly nuzzle. “That’s the spirit… we’ve got a job to do. Just hold it together and when this is over, we’ll all be there for you when you need to let it out.”

“Thanks.” Sideralis gave a nod and felt a little better. He didn’t feel ashamed. He loved and trusted these ponies, they were going to see him at his best and his worst. These were his friends.

Overhead, the clouds drifted as the wind picked up. The nearby olive trees rustled in the wind. The breeze carried a sweet scent that did nothing to cover up the smell of burnt bugs. The smoking remains oozed green ichor and severed limbs lay scattered.

“What’s next, Mjölna?” Apple Bloom asked.

“We get our shit together, that’s what’s next,” was Mjölna’s terse reply. “After we get our shit together, we’re going to investigate more of this island before we move further in towards the main island.”

“We cut them down a lot quicker than I thought we would.” Mustang looked down at her front hooves. “There’s been some significant upgrades. We’ve been trusted with a lot of power—”

“All the more reason to keep our shit together,” Mjölna snapped.

The wind tousled Mustang’s mane and she nodded. Sideralis was calming down a bit and Mustang looked over at Stout. It was clear that her sister was hurting, going through her own emotional crisis. Stout never liked hurting or killing anything. Mustang left Sideralis’ side and went to Stout.

She pressed her snoot against Stout’s neck, inhaled, and then blew a raspberry against her sister’s flesh. There was a delay, but Mustang was rewarded with a laugh. Mustang looked her sister in the eye. “I can be a bit of a bitch sometimes… I don’t mean to be… it just.. happens… I’m still so angry and when a chance comes for me to vent, I just let go and do it… I’m sorry.”

“I forgive you,” Stout said as she wiped her muzzle. “You were right. There’s a lot I need to learn about Sid. Maybe you can share some of your insight with your sister…”

“I’d like that,” Mustang replied. “He’s my friend too. And so are you. At least I hope you still are… I was kind of a bitch.”

Stout nodded. “But it needed to be said.” she cleared her throat, let out a grunt, and looked over at Mjölna. “We need to stow our shit and get our act together. Let’s get Sid up on his hooves so we can get moving.”

Mustang nodded. “Sure thing, Sis.”

Wide eyed, Apple Bloom, who had watched and listened to everything, began to sniffle. “I miss my sister… I miss her so much. That’s why I’m doing this… for her… I want her to be proud of me… those were the best moments of my life… when my sister was proud of me. I wish she was here.”

“Come on, all of you… we need to get moving.” Mjölna’s wings snapped out and she began to circle the group. “Enough navel gazing… let’s go…”

Author's Note

Next chapter... the thick of it.

Chapter 50

Other than the small group of changelings, the rest of the isle seemed uninhabited. Sideralis had believed this to be a good thing, but Mjölna on the other hoof, took it as an ominous sign. Sideralis stood near an empty farmhouse waiting for instructions on what to do next.

“We’re being watched… studied… that has to be it.” Mjölna turned and looked at the others. “Mustang, you’ve been with me in some bad shit… what do you think?”

Mustang did not respond, she said nothing, but peered at Mjölna for several long moments. After appearing to give it some thought, she nodded, but no words seemed forthcoming. Under stress, Mustang had decided to keep her mouth shut for a while so she would not offend her friends.

“Those bugs were sacrifices… just enough bugs to draw our attention and make engagement worth it.” Mjölna scowled. “I don’t like this. Reminds me of the big fight on those islands in the Luna Sea. Twilight got burned pretty bad.” Mjölna’s head swiveled and she looked at her fellow C/Equines. “The enemy knows that we need to get our shit together. We’ve shown weakness… this will not end well.”

“We can use that to our advantage,” Apple Bloom replied, lifting her head. “If the enemy is expecting us to be disorganised and unprepared, if we can get our shit together, we’ll have the element of surprise.”

“Yeah, but that involves us getting our shit together.” Mjölna gave her protege a stern look, but also a faint nod of approval.

“I’m sorry I cried… I don’t know what came over me… maybe Mustang is right… maybe I am a little colt trapped in a grown up’s body… I’m sorry—”

“Shut up, Sid!” Mustang snapped. “You don’t talk trash about yourself, do you hear me?” Mustang broke her silence and her lip curled back in annoyance. “You just do what you do best… you make us laugh and you keep our morale up. Nopony here thinks any less of you for crying over a fallen foe… or they’d better not.” Mustang’s eyes darted around and she looked at her companions, almost as if daring one of them to bring up the issue.

But no one replied. Nopony took issue. Scootaloo, who stood beside Sideralis, taking cover beneath his bulk, looked up at her friend and gave him an affectionate pat on the leg. Mustang, seeing no opposition, relaxed a bit, no longer sure what she was expecting. She hated stress… it always made her spoil for a fight and she realised that she was taking her frustrations out on her companions. Understanding this, she lapsed back into silence.

Sideralis, scolded by Mustang, stood with his ears drooping, staring at the now silent, sullen mare. Nothing felt right. All of this felt wrong somehow. Everything felt off. This wasn’t how it was supposed to be.

Cheer up, darling, everything will be okay…

The voice of a long dead mare brought no comfort, not now. Sideralis somehow felt even worse. How was he supposed to save ponies in the current state of mind he was in? Nothing felt right or good. Everypony around him felt off somehow. There was a tension in the air. Sideralis, a creature of instinct, had a hunch.

“Could something be affecting us?” Sideralis asked. His ears perked upwards and he looked around. “I mean, we’re clearly not the most cohesive unit, but what if something was taking advantage of that and making it worse?”

“That’s possible,” Mjölna said, her reply little more than a grunt. “I’ve actually seen this happen before. Spike and Twilight both had a nasty little spat… all of us were at one another’s throats… we encountered a new type of drone… Twilight called it a disruptor.”

“So we’re being dicked with?” Mustang, who failed to keep her mouth shut, stomped her hoof down into the black dirt. “Nothing dicks with me and lives… I’m nopony to fuck around with. I just started to get my shit together and earn the trust of others and now something is trying to fuck with my head and get my friends to hate me?” Mustang grimaced and her lip curled back into a ferocious snarl as her voice dropped down into a menacing growl. “I’ll rip its alicorn forsaken head right off and hooffuck it’s bloody neckhole.”

Stout, wide eyed, looked at her sister. “And to think you kiss our mother with that mouth...”

The group tensed, expecting Mustang to unleash her apoplectic fury upon her sister, but much to everypony’s surprise, Mustang started to laugh. The tension broke and everypony relaxed just a little. Even Sideralis perked up a bit and managed to laugh.

“You kiss our mother too, you cum gargling, cock worshipping, tonsil fucked, throat pussied, cock snot swallowing, naughty nurse.” Mustang paused. “Oh, and you’re slutty too.”

The group tensed again and Sideralis felt his asshole pucker up something fierce. There were jokes, there were snide remarks, there were snarky rejoinders, and then there was that. He felt Scootaloo brush up against him. He heard the muted clank of Mjölna’s wings. He saw Apple Bloom backing away.

He then heard the sound of Stout laughing, a deep belly laugh, and then both sisters were guffawing together. Stout reached out and gave Mustang a hearty slap, and Mustang slapped her back, the muffled sound of metal striking metal filling the air.

“Of for the love of the sacred alicorns, I’m stuck foalsitting a whole bunch of foul mouthed kindergartners.” Mjölna facehoofed herself, grunted, shook her head, and then glared at her companions. “Get your shit together, dirtbags. Be ready to lift off…”

Two islands with nothing on them. Empty houses. No signs of struggle anywhere. No bodies. No traces of violence, no dried blood, nothing. Nothing at all. No contact with the enemy. No detections of life. It filled Sideralis with fear and worry.

Folding his wings, Sideralis had himself a look around. He and the others now stood on the main isle, which rose up out of the ocean. The other isles, formed from the remains of the caldera crater, formed a natural harbour around the main isle, protecting it from the ocean. As had been stated, there weren’t very many roads, but there were paths. A tunnel entrance was visible from where he stood.

Something felt wrong here, on this main isle, but Sideralis couldn’t quite put his hoof on what it was. He didn’t like it. There was the sensation of being watched. Tensions were high. He and his companions were on edge. He didn’t like the idea that something might be exploiting that.

“No infected, no guards, no nothing,” Mjölna said in a low voice. “I can sense something, but I’m not detecting any lifeforms. I think our equipment is being jammed.”

“Fuck me running,” Mustang replied.

“You mean stuff can jam our equipment?” Apple Bloom asked.

“Bloom, you seem to forget that the enemy has been exposed to us before. Of course they’re going to try to find a way to counter us. Just stay close to me, Bloom, and pay attention.” Mjölna eyed her protege and watched as Apple Bloom scooted closer.

“Stout, watch over my garden.” Mustang’s eyes narrowed and her horn began glowing. “I’ve gotta weird feeling. There’s something magic here… something strange. Strange like penis strange, which is the strangest thing I can think of.”

Mjölna froze and looked at Mustang. The wise, older mare knew something was up with Mustang, the C/Equine had a few peculiar quirks, like being able to learn new spells, a magical ability that seemed to be growing by leaps and bounds, and now it seemed that she was detecting magic. Mjölna’s own horn began glowing and she fired up the projectors in her front hooves. She trusted in Mustang’s abilities.

“There’s nothing wrong with penis, Mustang.” Stout moved closer to her sister, the orange crystal synthetic horn protruding from her forehead pulsating with an orange glow.

Scootaloo, who stood beside Sideralis, craned her head and looked skywards. She lifted her hoof and pointed at the sky. “Look”—the orange C/Equine mare waved her hoof skyward—“look how the clouds move over the top of the city… see it? They’re swirling a bit… there’s magic here… also, there are no birds… no bugs. No nothing at all. There’s no life here but us.”

Scootaloo was right. Sideralis’ ears strained to hear something, anything, but there was nothing. No birds. No seagulls. No songbirds. The island was devoid of life. His testicles, secured inside of an armored compartment, clenched painfully. Nothing should ever be this quiet. There were no bees, no bugs, no flies, there was nothing, nothing at all. Sideralis, a creature of instincts, now had his instincts screaming at him to get out of here, and under most circumstances, he would listen to his instincts.

But now, he had a job to do, so he ignored them. His ears pinned back against his skull, his head lowered, and his wings flared outwards from his sides, but did not unfurl completely. Sideralis became the perfect, flawless example of alicorn aggression, one of the more terrifying sights in nature, made all the more terrifying by the fact that Sideralis was perhaps the largest alicorn in existence, mechanically augmented, and surrounded by the meanest, most badass looking group of mares ever gathered since the founding of Tartarus.

Feeling a strange prickle along his spine, Sideralis’ tail twitched and he started forwards, following the path. The others fell into formation behind him. His eyes shifted from left to right, wary, watchful, and he walked with his head low, his ears pinned, and his wings out, making him look larger than he was.

The path meandered along the incline, towards the next rung of the terraced city. Sideralis followed it, crested, and then stepped out onto the narrow cobblestone street that formed the edge of this terrace. Narrow, tall row houses stood together. The terraces were like a giant staircase, each ring smaller as one went up the hill, with rowhouses on each terrace, along with shops, cafes, parks, the entire city was built upon the giant staircase.

Sideralis now stood in the middle of the cobblestone street, his head darting from side to side, wary of his surroundings. He knew that something was there, but it wasn’t showing itself. But he could feel it. He felt it in his mind. He could feel the intrusion. He could feel the very wrongness of this place.

“I think we’ve walked into a trap,” Apple Bloom whispered.

Not a moment after Apple Bloom had spoken, low moans could be heard. A group of diseased, decayed looking ponies shambled out of a tunnel entrance further down the street. They moved like marionettes, puppets, legs shuffling in odd, herky-jerky ways.

“Infected,” Mjölna spat.

“Light ‘em up, girls,” Mustang said as she rose into a bipedal stance. She stood, braced on her hind legs, her forelegs extended, her front hooves glowing as her projectors charged.

Beside Mustang, Stout too rose up on her hind legs, Apple Bloom followed, and Mjölna stood up as well, her wings unfurling for better balance. Sideralis remained on all fours, and Scootaloo rose up into the air, hovering just over the heads of the others, her front legs extended out in front of her.

The infected shuffled forwards, loose skin flapping, they looked bloated and putrefied. Their eyes were sunken, much of their pelts had fallen out, and something about their movement was like a floppy hot water bottle being rolled over. They became distorted and misshapen as whatever it was inside of them sloshed around.

The five mares opened fire, unleashing pulses, telekinetic bursts, and each shot fired ripped pieces free from the infected. Heads, legs, wings, chunks of rotten meat, bits flew as the pulses connected. The air was filled with the horrifying stench of decay, necrosis, and burnt, rotten flesh.

Sideralis lifted up one foreleg, his targeting system locked on, and he fired off one pulse. His shots were larger and more powerful by far. The pony that he targeted exploded into chunks that rained down to the ground, each piece no larger than a grape, or perhaps a strawberry. It was like lancing an infected cyst to let the disease out.

Soon, the infected were reduced to smoking, twitching remains. The companions stood on guard, watching, waiting, wary of any signs of tentacles. The remains quivered on the cobblestones. Scootaloo let go another pulse when a leg gave a bit more kick than she liked.

Something purple oozed from the bodies, running over the cobblestones. It was viscous, goopy, and oddly shiny. It began to form a puddle and the companions watched in horror as the strange purple gloop began to puddle together.

“Some kind of slimy, mucky, oozy thing,” Mjölna said as she watched the purple slime form a puddle.

“Smooze?” Sideralis suggested, trying to be helpful.

“Whatever it is, it dies too… light it up.” Mjölna pointed both of her front hooves at the ever growing purple muck and began to fire. All around her, her companions did the same, letting go round after round of telekinetic fury into the strange purple smooze—

The smooze that showed no signs of stopping…

Author's Note

Can it be stopped?

Chapter 51

Life. Life had a funny way of not going as planned. Life could be full of all sorts of surprises—Sideralis’ life had only had a few surprises, but they had been important, momentous surprises. Like right now, as he smashed face first into a brick wall, he was very surprised by his own durability, the surprising lack of pain that he felt as the side of his face was smashed into the rough bricks and the flesh along his cheek was abraded away through cruel friction. And that was only the initial impact, something that lasted only a fraction of a second, after which, the rest of his body joined his face against the bricks. There was the screech of metal as his wing ground against the masonry and he lost flesh along the left side of his body in different places.

Recovering, Sideralis rose on wobbling mechanical legs, a large section of his face missing, revealing biomesh armor and the mechanical underpinnings beneath his flesh. A wide bloody smear and deep gouges in the wall remained as testimony of his stunning impact against the bricks.

Turning, he launched himself back into the fray, never once giving thought to his own safety. He advanced upon the smooze, if it could be called that, rose up into a bipedal stance, and began firing heavy blasts from the projectors in his front hooves at the almost pony shaped purple blob standing in the street.

Never in his life had he ever felt as helpless as he did right now, not even when he had been pulled from the pod and was as impotent as a newborn in bed. His blasts did nothing—the pulses burned a hole through the smooze which closed in seconds. He fought to keep it distracted, away from Mjölna, who was trying to pull Apple Bloom away from the combat. The dreadful purple ooze had gotten ahold of Apple Bloom and had ripped the C/Equine mare’s left front leg right out of the socket.

Gritting his teeth in anger, Sideralis drew closer, while trying to keep enough distance. He watched as long sticky tentacles snaked out from the almost pony shaped body and tried to grab the others. Stout kept up lateral movement while firing. Mustang, armed with a flamethrower just like Mjölna’s, turned loose a gout of flame upon the horrendous purple monstrosity, which did nothing. Scootaloo peppered the smooze from the air, blasting it with rapidfire bolts that should have reduced the creature to cinders.

It was all for naught.

The smoozy ooze changed shape, becoming a blob, condensing its body. It wasn’t very big, at least it didn’t appear to be, and Sideralis suspected that it was hollow inside when it was in its much larger pony form. He got lucky and blasted away a long slimy tendril, which flopped to the ground. After a moment, the severed tendril slithered back to the blob and rejoined the body.

The vicious, viscous ooze seemed unstoppable. Sideralis didn’t know how to deal with his foe, and instructions from Mjölna had been few. Mjölna had Apple Bloom and her severed leg a good distance away now. Sideralis knew that Apple Bloom could be repaired, Mustang had lost a leg and they had grafted it back on, but that didn’t stop him from worrying. He bellowed with rage and kept up the heavy fire, hoping to blast a few pieces off of the smooze and slow it down, since he couldn’t seem to do anything else.

As Scootaloo made another strafing run, a group of tentacles shot upwards. Sideralis tried to shoot them, so did the others, and Scootaloo made an evasive maneuver. She feinted, acting as if she was going to go one way, and then went another. The smoozy creature, anticipating this, had its tentacles right where Scootaloo intended to go.

Before Sideralis or the others had a chance to react, the tentacles surrounded Scootaloo’s body, crushing her, and then, with a horrific screech of metal, it began pulling one of Scootaloo’s wings off, doing so slowly, cruelly, as Sideralis, Mustang, and Stout watched, helpless.

“NO!” Scootaloo screamed as the sound of rending metal filled the air. Her small, frail body thrashed against her restraints, but it was to no avail. Sparks flew and electrical connections sizzled as her right wing was torn free from its mount.

Stunned, a look of horror on her face, Scootaloo could do nothing as she was hurled down onto the rubble strewn street. Her body crumpled from the impact, her other wing collapsing, and her four legs twisted into odd angles as she hit the ground with terrific force.

Mustang, shrieking a siren wail of rage, stumbled forwards to reclaim Scootaloo’s body before further harm could be done. Stout followed, the two sisters moving together as one. Sideralis, still bipedal, pushed forwards, unloading blast after useless blast into the purple slime, not knowing what else to do.

More tendrils sprouted, slimy acid tentacles that burned away hair and flesh on contact. Sideralis was wary of them, but he made himself a target, hoping to give Stout and Mustang enough time to assist Scootaloo.

Far too many things happened all at once. The tendrils let go of Scootaloo and lunged for Stout. One of them managed to wrap around Stout’s neck, and right away its acid touch burned her, smoke rose as her hair and flesh began to dissolve from the creature’s horrific touch.

Mustang, thinking quickly, formed a telekinetic blade that protruded from the end of her hoof. With a downward chop, she cut Stout free, and then using her telekinesis projector, she flung both Scootaloo and her sister Stout free from the horrendous purple menace.

It was a foolish move. The remaining tentacles converged upon Mustang, seizing her. She tried blasting, shooting them as they came, and tried to get away, but she was dragged back. Throwing himself forwards, Sideralis tried to help Mustang, and then he too, felt the burning touch of the acidic tentacles as they began to wrap around his body.

As strong as he was, and he was strong, he wasn’t powerful enough to fight back. The tentacles wrapped around his body, drew tight, and he felt his wings being crushed against his sides. He could smell the acidic tang of the runny goop that the smooze oozed. Smoke rose from his body as his flesh began to dissolve from the smooze creature’s vile touch.

Much to Sideralis’ horror, the smooze seemed to have a worse fate in mind for Mustang. His ears perked as Mustang shrieked, she kicked and struggled, but she too, was powerless. Unable to do anything to stop what was happening, Sideralis watched as Mustang’s hind legs were pulled open.

A wordless roar escaped his lips as he thrashed. He tried to extend his wings, hoping that they would slice through the the purple slime that was crushing him. Sideralis, helpless, and now feeling hopeless, could do nothing. Tendrils began wrapping around his neck and Sideralis realised that he could not turn away from what was about to happen.

With a horrible squelch, a purple tentacle stabbed Mustang between her legs, forcing entry, and slithering up inside of her. When Mustang opened her mouth to scream, another tentacle went down her throat. Dreadful smoke rose from her mouth and her crotch as the acid touch of the smooze began to burn her from the inside.

Sideralis came to a horrible realisation—the smooze creature was acting upon their fears. Sideralis feared being helpless more than anything else. Scootaloo was in love with her wings and feared losing them. He had seen her dreams. And Mustang… poor Mustang.

More than than anything, Mustang feared being raped.

Letting out an anguished wail, Sideralis could do nothing as another tentacle forced it’s way into Mustang’s anus, splitting her open, and going deep, its violation the very stuff of nightmares. He could see things writhing just below the flesh of her stomach. It was scrambling her insides, doing things to her that Sideralis could scarcely even imagine.

As Sideralis thrashed against the tentacles that continued to constrict tighter and tighter around his body, he felt himself losing hope. It was almost as if it was being drained out of him. There was nothing he could do, no way he could stop this, there was no way he could save his friend. He was helpless again, powerless, a helpless infant trapped in an adult’s body. His kicks and struggles became weaker as he felt his strength being drained away from him. Mustang’s screams filled his ears, begging him, pleading with him to help her, and there was nothing he could do. His ears rang with the accusations that he was useless, a worthless friend, and how could he let his happen.

Seconds passed that felt like years. Time seemed to move in slow motion. Sideralis watched as the tentacle was jammed further down Mustang’s throat, down deep into her guts, and had he been in any sort of state where he could be thinking, he might have wondered how he was hearing Mustang pleading with him for help, shrieking that he was useless, helpless, the horrible accusations that she was making.

Being helpless was the worst thing in the world, but somehow, being a worthless, horrible, no good friend was even worse. Shame filled Sideralis; he tried to close his eyes and found that he couldn’t. He couldn’t look away. He couldn’t stop watching as the three tentacles in Mustang wormed their way ever deeper.

Broken, Sideralis went still, the last bit of fight he had in him draining away. He would allow the smooze creature to crush him, and then, this would all be over. All of this would go away. The pain would end when Sideralis’ existence came to its brief conclusion. All of this would be over.

A brilliant green flash burned Sideralis eyes and he found himself blinking. He didn’t know what was going on. Something exploded and he felt the force of the blast as it rocked his body. The smooze creature’s grip upon him loosened and Sideralis hung there, suspended by the tentacles still around him, not bothering to fight back.

There was another explosion and Sideralis felt the wash of heat over his body. The concussive force and the heat from the blast burned away quite a bit of his pelt. The tentacles crushing him and sucking the hope out of him liquified, and Sideralis was dumped down to the rubble strewn street. He lay there, helpless, unmoving, not knowing what was going on, hardly even caring at this point. He wanted the end to come. As the last bits of smooze was blasted away from him, his eyes stopped working and all he was left with was the mental image of Mustang being violated.

“Oh fuck, he’s heavy!”

Sideralis felt himself being lifted, but he could not see. Still paralysed, he was unable to move. The voices almost seemed familiar. Nothing flashed in his vision, nothing beeped in his ears, Sideralis felt himself drifting further and further away from himself.

“HEAVE!”

With a lurch, Sideralis felt himself hefted and it became the last thing he was aware of.

“Sid?”

Something beeped in Sideralis’ ear and he could see nothing. After a moment, white letters appeared against the blackness of his vision. The letters started off fuzzy, but came into focus after several long seconds.

NRG (.|........)

Condition status: critical.

Multiple failures detected.

Skinvelope has suffered breach.

Rebooting alicorn avenger directive.

Reboot failed.

Multiple file errors__libary corruption detected ⚠

Shutdown imminent ⚠

“Sid, can you hear me?”

Grey came into Sideralis’ vision, and everything fuzzed over with grey static. He could see nothing and the techno garble that had been scrolling before his eyes vanished. He tried to speak and found that he couldn’t. He struggled against his failing body, trying to do something, anything, he felt his will to fight, but it was a frail thing, nothing more than a spark.

“Sid, this is your pal, Chrysalis… we got everypony. I don’t know if you can hear me, but we got everypony… oh fuck what a mess… half of you are scrapped… SHIT!”

Sideralis ears were filled with the sounds of more swearing and thrashing. There was nothing he could do. The grey static in his vision vanished as his eyes shut down completely. His ears still worked though, and he could hear the sounds of a temper tantrum taking place.

After a few seconds of listening to the thrashing around him, Sideralis’ ears shut down and he was left alone in the dark, with no way to see, no way to speak, no way to hear, and no means to communicate. Drifting into the void, he thought of his mother, Luna, and had the first inkling of what it must have been like to have been shut away and isolated upon the moon.

Author's Note

And here we go...

Chapter 52

“Had you come to me, this might not have happened…” Upon hearing these words, Sideralis cringed. He was not in the mood to be lectured by mysterious white alicorns or things that lurked in the dream realm. He focused his angry glare upon her, feeling more than a little petulant and rebellious.

“I tried to tell you… the gift I have to offer would have protected you… how much so remains to be seen.” The white alicorn shook her head and let out a sad sigh.

Gnawing his lip, Sideralis tried to think about what to do. This was a dream. Which took place in the dream realm. Which meant that he had some small authority here, as limited as his power was. He looked around him at all of the things that weren’t there. A pool of water. A night sky full of stars. A lush forest… and all of it was a distraction. A scene so pleasing that it disarmed him.

“What is that thing?” Sideralis asked in a low, but forceful voice.

The white alicorn looked at him, but said nothing.

“Answer me, damn you… what is that thing?” Sideralis took a step forwards and discovered, much to his dismay, just how little authority he had here. He found himself right back where he started, standing next to the shallow pool of water.

The strange creature, whatever she was, the projection, she turned her head away from Sideralis. “That is the alchemy of chaos. That smooze, as you call it, it was once harmonious creatures… ponies.” The white mare shuddered and then turned her head once more to focus upon Sideralis. “These ponies were fed nightmares, your mother’s talent corrupted and made disharmonious. These ponies were broken, made chaotic, and then they were liquified. Through the most vile sort of alchemy, the smooze was created.”

“And that is only one of them, isn’t it? There’s more?” Sideralis gritted his teeth together and looked down into the pool at himself. As he stared, the stars overhead circled in the reflection and formed a starry crown over his head.

The white alicorn, a tree spirit, nodded. “She wanted to test you. She knows that you are coming. She has seen your weakness, and while this smooze creature is the very worst of her creations, there are others that are almost every bit as awful. She is corrupting everything. Beware of the flesh warped mutants.”

“Can the smooze be stopped?” Sideralis asked.

The white alicorn stepped closer to Sideralis, a pained expression upon her face. “No, Starry One, the smooze cannot be stopped by you in your current state.”

“No more bullshit.” Sideralis lifted his head away from his distracting reflection. “I’ll come to you, but on my own terms. I have my subjects to protect… my family… that… that… thing did something awful to all of us and I plan to kill it. If you can’t give me a straight answer on how to do it, to Tartarus with you. I’m sick of games and mental head fuckery.”

“The smooze cannot be stopped, but it might be slowed,” the white alicorn said to Sideralis in a low, breathy whisper. “You have the means to deal with it, but not by yourself—”

“So tell me… no more fucking around… no more magical, mystical, mumbo jumbo bullshit! You tell me how to deal with this thing, and I will come to you. I will make Twilight see reason… just… tell me how to wreck this thing.”

The white alicorn went silent and looked thoughtful, as if it was considering Sideralis’ words. She moved closer and stood beside the blue alicorn standing beside the pool. “I don’t think this is wise… you are infected… it is worse than you know. You deal with a foe that is far, far beyond you—”

“Tell me!” Sideralis’ voice thundered through the night, the force of his utterance so powerful that it destroyed the dreamscape. He and the white alicorn now stood in an empty void, filled with nothing.

“If you come to me, I can cure you… I can restore you… you don’t understand what you face—”

“TELL ME!”

A change came over Sideralis as he drifted through the void. His pelt, blue, began to change over to a dreadful purple black. His teeth elongated, becoming fangs. His eyes suffered a profound change, becoming slitted.

The white alicorn recoiled when she saw Nightmare Star…

“There is a way to slow the smooze and remove it as a threat… but afterwards, you must come to me so that I can restore you.” The white alicorn willed herself away from the terrible nightmare creature beside her. The smooze had awoken a terrible foe.

Rage was a terrible thing, an awful thing. Rage drove creatures to extreme ends. Sideralis, very much like his mother, had rage issues. While Luna had been driven to rage from loneliness, jealousy, and despair, Sideralis was driven to rage by his helplessness and his sense of failure. Like his mother, his rage ignited something dark deep within. Unlike his mother, Sideralis was able to direct his rage upon those most deserving.

“How do I deal with the smooze?” Sideralis asked in a voice that was more animalistic growl than the spoken words of reasonable, civilised creatures.

“First off, you mustn’t go alone… being alone is a terrible thing for you.” The white alicorn looked worried as she drifted through the void beside Sideralis. “Your strength comes from your friends. I know how trite it sounds, but you must trust me.”

Sideralis nodded as his blood boiled within his veins.

“Now, I want you to pay attention as I give you a list of instructions…”

NRG (........|.)

Condition status: unknown.

Multiple failures detected.

Rebooting alicorn avenger directive.

Reboot in progress__loading available libraries.

Attempt to purge bad data__load error ⚠

New program found__Harmony__DirE/Ctive__TeMP.Patch. Load? (Y/N)

Drifting in the space between the waking world and dreams, Sideralis mentally selected yes and then waited for something to happen. He could feel something shudder through his body as he began to power up.

Compiling__Harmony__DirE/Ctive__TeMP.Patch and preparing for transfer.

Horntouch transfer system protocol enabled.

Chosen target: Mjölna

Chosen target: Creamy Stout

Preparing contact file transfer protocol

New program found__Alicorn__Hammer__Mjölna.patch. Load? (Y/N)

New program found__Alicorn__Avenger__upgrade.firewall.Stout.patch. Load? (Y/N)

Sideralis felt a hum deep within him as more of his body came online. He selected yes to both queries and a long string of techno garble flew in front of his eyes. He felt a strong urge within him to find Mjölna and Stout right away.

Reboot required. Reboot? (Y/N)

Once more, Sideralis thought yes…

Sideralis awoke in a rack. He was standing on his four hooves and his wings were held in a biostructure scaffolding, along with his body. Everything was supported by this scaffolding, including his head. As he regained his senses, he saw a tiny changeling drone inches away from his face, and Sideralis could only guess that the changeling was doing some repair work.

There was a startled cry from the little bug when it realised that Sideralis was awake. It buzzed away, it’s gossamer wings fluttering, and then gave Sideralis a sheepish smile once it had recovered.

There were things he needed to do. Sideralis realised that he was trapped within the scaffolding. Annoyed, he shook himself. There was a screech of metal and then a veritable cacophony as the scaffolding around him fell away. The changeling let out a shrill, frightened cry. Something began beeping and Sideralis’ annoyance grew. This was not how he wanted to wake up.

He pulled away from the wrecked scaffolding, flapped his wings a few times to get rid of the last remaining bits clinging to him, and then set off to fulfill his new directives. There was a fight he had to finish.

“Ouroboros!” Sideralis bellowed, his voice echoing through the repair bay. “Ouroboros, I know you can hear me! You need to stop! We need to go back! Return us to the islands at once. If that smooze creature decides to slither across the bottom of the ocean to Maredina, everything we love will die! It will devour everything there and grow bigger and bigger!”

Sideralis felt the ship lurch beneath his hooves. There was an abrupt and sudden stop. He pitched forwards, his balance still far from perfect. He wobbled about the repair bay like a newborn foal, the tiny changeling drone shrieking in terror.

After recovering, Sideralis felt something clinging to his neck. He realised it was the changeling drone, which was not much bigger than a yearling foal. He hadn’t meant to terrify the poor creature, and now he felt bad. He stood there, now still, and he could feel the tiny insectoid creature panting in terror against his neck.

“You… what is your name?” Sideralis asked. “Do you have one?”

“My name is Ratchet.” The little bug’s wings buzzed, but it did not let go of Sideralis. “I was repairing your face. One of your optical modules was damaged.”

“Well, Ratchet, I need you to be a brave little bug, because any minute now, Twilight Sparkle and Chrysalis are probably going to show up and there will be a lot of shouting—”

No sooner had Sideralis spoken did the door to the repair bay fly open and one very angry looking Twilight Sparkle come stomping into the room. On her face was a mix of worry, fear, and anger. Her nostrils flared and her eyes were wide. Behind her, Chrysalis stood with a blank expression upon her face.

“What is going on here?” Twilight demanded. “Why are you out of your rack and why is Ouroboros disobeying my every command?”

Sucking in a deep breath, Sideralis prepared to explain himself.

“And you think that I’m just going to let you go?” Twilight Sparkle gave Sideralis an angry glare. “We need time to sort all of this out and find out what is going on, but you are not returning to Isla Colibaba. Now return control of The Ouroboros back to me at once.”

“You can’t stop me,” Sideralis said in a low voice.

Twilight, bristling from Sideralis’ words, took a step forwards, a hot, angry retort right on the tip of her tongue. She looked up at Sideralis, who towered over her, her eyes narrowing, and deep within her barrel, her heart started pounding so hard that she could feel it in her ears.

Just as Twilight was about to give Sideralis a good dressing down, Chrysalis made an interjection. “That’s enough, both of you. Something is going on here and I’m not about to let you two ruin a perfectly good friendship. Twilight, back down. Sideralis, don’t make me put you in time out!”

Snarling, Twilight took a step backwards and then glared at Chrysalis, her lips protruding in a pout. After a moment, she looked back up at Sideralis. He was missing skin and pelt from his face. He was still in a terrible state. After a moment, her heart softened and her anger melted away. Her friend looked awful.

“Sideralis, how can you hope to stop this creature?” Queen Chrysalis drew herself up to her full height and a very serious expression crept over her face. “When I came and rescued you, that… thing, whatever it was, gave me and my drones quite a fight. It thrashed all of you quite soundly.”

“The Spirit of Harmony called it the alchemy of chaos,” Sideralis replied. “It messes with your head. It is a poly-parasitic creature that is capable of infecting almost anything, and the first means of infection can be visual, at least for us. It took advantage of how we C/Equines see things and uploaded the first stage of infection through our optics, taking advantage of our ability to gather data from the world around us.”

Twilight Sparkle’s breathing became quite heavy after hearing Sideralis’ words.

“It weakened our resolve and began to infect our systems on eye contact. The Spirit of Harmony says that it can be visually appealing to other living creatures. You want to touch it… you want to come close to it. It depends upon this to maximise the rate of infection.” As Sideralis stood there staring at Twilight and Chrysalis, Ratchet began repairing his face again.

“This isn’t good…” Chrysalis shook her head.

“It infected us… corrupted us. It tried to rewrite some of our programming,” Sideralis continued as Ratchet pulled out slivers of brick and mortar from his face. “It drains creatures of their hope, feeds upon their fear, drains them, depletes them, and when there is no will of their own left, they become part of the smooze.”

“So Mariposa was hoping to end this fight before it started and get… uh, um… techno-smoozes?” Twilight Sparkle’s face was now thoughtful and no trace of her previous anger was visible.

“Correct. We’re infected. All of us are sick, myself included. Things didn’t work out as planned for either side.” Sideralis let go a sigh and then tried to remember everything that the Spirit of Harmony had told him. “No plan survives contact with enemy. Mariposa's smooze wasn’t as successful as she hoped it would be, and we C/Equines weren’t as successful as you hoped we would be. The Spirit of Harmony has analysed the smooze and found a weakness. It cannot be stopped, but it can be slowed down, crippled, and then, in its crippled state, it can be dealt with. She says she doesn’t know if it can be destroyed, but we can make sure that this particular smooze is no longer a threat.”

“We’re dealing with runaway biological nanotech,” Chrysalis muttered.

“What?” Sideralis looked at the changeling queen, not understanding.

“Never you mind.” Chrysalis, who now looked afraid, stared at Sideralis through narrowed eyes. “So… what is the plan? How do we cripple this creature and deal with it?”

Taking a deep breath, Sideralis prepared to explain his plan. He cleared his throat, took another deep breath, and ignored the fact that Ratchet was spraying his face with something that smelled vinegary.

“Here’s the basic outline of the plan. We’ll need Mjölna to create a new sort of weapon, something that does extreme cold damage. The Spirit of Harmony suggested blobs of jellied nitrogen. After we have the nitrogen blob launcher, we go back and we find that smoozy motherfucker and we freeze it solid. Once we have it frozen, we smash it into pieces. We take those pieces, keep them frozen, and we put it into a tank that is rigged up to a super-cooling system. We keep the smooze frozen and unable to do anything.” Sideralis paused as he felt a peculiar sensation on the side of his face where he had smashed into the wall. His vision flickered out as Ratchet did whatever it was the little drone was doing.

“And how do we dispose of the smooze?” Twilight asked.

“I I fly up to the top of the sky, the very outermost edges of our atmosphere, and I launch that tank into the freezing vacuum of space. The smooze will stay frozen and helpless out there… it cannot function in a frozen vacuum.”

“I see,” Twilight replied.

Sideralis’ vision came back online and he could see out of that side of his face once more. “Once the smooze is dealt with, I must keep a promise. I must follow the stars…”

Author's Note

Wait... just wait and allow things to play out. Not everything is said and done yet.

Chapter 53

“Sideralis, I’m having some second thoughts. I’m having some doubts. I’m thinking that we should head back to Maredina, back to Cyclops, and study this phenomenon.” Twilight Sparkle, who appeared to be out of sorts, looked up at Sideralis, who was having a special gel sprayed on his side to regrow his shredded skin.

Letting out a snort of frustration, Sideralis stomped his hoof, which startled poor Ratchet, who was now, without a doubt, Sideralis’ favoured repair drone. His hoof striking the biosteel floor plate rang out like a bell.

“We have an opportunity to learn something here, Sideralis.” Twilight looked over at Chrysalis and Mjölna for support.

“Twilight, you don’t get it.” Sideralis turned his head and watched as Ratchet began stapling patches of temporary flesh onto his leg, a strange greenish mesh material that would be absorbed. “Weren’t you listening to a word I said?”

“I listened to everything,” Twilight replied.

“No.” Sideralis turned his head back around and focused his mutilated face upon Twilight. “We’re infected. I’m infected. You’re infected. Queen Chrysalis over there, she is infected. Mjölna is infected. This ship is infected. We can’t go back, we’ll infect Maredina.”

“We have quarantine spells,” Twilight said to Sideralis. “We’ve scanned everything… there are no signs of parasites of any kind—”

Sideralis let out an angry, frustrated snort, followed by a bellowing wicker. “Twilight, this isn’t a worm or something you can see under a microscope… The Spirit of Harmony said that this is a magical infection… it’s infected the quarantine spells. It infects everything that interacts with it! It infects everything and then tries to break it down! It’s infected the hivemind swarm tech of we C/Equines and The Ouroboros. The changelings on board are all infected, because the infection was spread by thought. Don’t you get it?”

“But that… that doesn’t… but no…” Twilight stammered. “Are you trying to tell me that we have some kind of magical self replicating, self repurposing… virus?” Twilight shook her head and a faint glimmer of understanding appeared in her eyes. “That’s not possible.”

“It is now. This is the alchemy of chaos. Self structuring, self repurposing, it infects through vision, through thought, through contact, the smooze infection finds a way to infect everything around it. Everything on this ship is going to start to see behaviour changes. It will be slow, gradual, but the changes will happen. Our judgment will be impaired. We’ll begin to doubt ourselves. We’ll begin to doubt each other. We will begin to second guess our own decisions and the decisions of others—”

“Like me doubting your claims and wanting a second opinion at Cyclops… it’s the infection trying to get me to travel back and infect everything, isn’t it?” Twilight stepped away from Sideralis, now finally understanding what was going on.

“So this smoozy ooze creature isn’t even the real threat, it is just an agent of infection. Exposure to it, even if you survive the encounter and walk away from it, doesn’t mean you’ve survived the encounter unscathed. Enough smooze will take you over bodily, we saw that with the infected that we blasted apart, the smooze crawled out of them, but just contact with this smoozy ooze will leave behind a… a… uh”—Mjölna paused and tried to think of the right words to say— “a magical residue that is in itself an infection of sorts, which then begins to replicate itself, repurpose itself, while trying to infect everything so it can cause chaos. It is a cybernetic virus… a computer virus? It can infect our crystalline computers?”

Her face contorting with concentration, Mjölna pulled a cigar out of a case, stuck it into the corner of her mouth, lifted her hoof, and set it on fire with a burst of flame from the torch integrated into her leg. She inhaled, filling her biomechanical lungs with smoke, held it, closed her eyes, gave thought to everything said, and then let the smoke out in a long, slow exhale.

“We’re fucked,” Mjölna said in a matter-of-fact sort of way as she opened her eyes.

Twilight, who appeared a little annoyed by Mjölna’s cigar, nodded. “It appears that way. So what do we do, Mjölna?” Twilight turned to look at Chrysalis. “What do we do, Chrysalis?”

“How do we fight a virus that is spread through vision and thought?” Chrysalis asked.

“The Spirit of Harmony wants to upgrade we C/Equines and the changelings with an antivirus. She says that it will work, but she needs us there, with her, wherever she is. She’s sent me a patch through the aethernet, the magical system of communications she is establishing through the ley lines, but it is a temporary patch and it only affects Mjölna, Stout, and myself.”

“And you need to touch horns with me to transfer the patch file?” Mjölna puffed her cigar and looked at Sideralis. “You woke up smart… that scares me a little.”

“The Spirit of Harmony said that we are now in dire circumstances. She is taking drastic measures to ensure that all life on this world doesn’t come to an end.” Sideralis looked over at Ratchet, who was now working on a wing joint that had been damaged. Sideralis had a big flight ahead of him… perhaps the most important flight he would ever make in his life. His wings needed to be in top condition if possible.

“The aethernet.” Twilight rubbed her chin with her hoof. “Reminds me of the internet that existed in the world beyond the mirror. Funny how technology progresses in parallels.”

“Twilight, can you contact Sunset Shimmer and ask her what she knows about things that infect computers?” Mjölna asked.

“No.” Chrysalis said, shaking her head. “No contacting Sunset.”

“Why not?” Twilight asked, sounding irritated.

“What if we send the infection from this side of the mirror to the other? What if we infect their world with this smooze virus?” Queen Chrysalis let heave a frustrated sigh. “We’re on our own now. No more contact with Maredina. We go dark. We find a way to deal with the smooze and then it is my recommendation that we get Sideralis to follow the stars, whatever that means, and we go and visit this Spirit of Harmony to see if she can purge our systems.”

“No more contact… cut off from friends… no messages sent to those we love to let them know that we’re okay…” Twilight’s words were pained and her sides heaved from her heavy breathing as each string of words came out almost as a pant.

It was clear to any watching that Twilight was beginning to panic.

Shuffling along with heavy steps, Sideralis made his way through the warrens of The Ouroborus, not quite sure what to do. He had transferred the patch to Mjölna and Stout. Now, Mjölna was working on a means to launch jellied nitrogen. Stout was getting a few last minute repairs.

Sideralis, who looked pretty rough, was functional enough to do his task. His hind legs were now filled with some kind of solid thruster fuel. He still looked pretty horrible though, and little ponies cringed when they saw him, no doubt feeling sympathy pains from seeing his awful wounds.

Stopping at a door, Sideralis wondered if he should go in. He wondered if Mustang would want to see him. He wasn’t sure if he wanted to see her. The memory was too fresh, too painful, it plagued his mind. He had been forced to watch her endure a nightmare. He ground his teeth together, which caused blue and green sparks to fly out of his mouth and a terrible sound filled the hallway.

Mustang was his friend. Would she ever be able to look at him ever again without thinking about the fact that he had watched this awful thing happen? Would she blame him for not rescuing her? Would she be angry? Would she hate him?

Sideralis’ head thumped up against the biosteel panel that made up the wall. He agonised over his decision, not knowing what to do, not even knowing his own mind, wondering if the infection was influencing his thinking, and he felt powerless. More than anything, he hated feeling helpless and powerless. He couldn’t find his smile. He couldn’t find his laughter.

Darling, she needs you, a familiar voice inside of his head said to him. You will only hurt her even more by distancing yourself from her. She needs you now more than ever. Think about what you’ve learned from your friendship with Rainbow Dash.

Puzzled, confused, Sideralis banged his head into the biosteel plate for a second time. What had he learned? He tried to think about it, but he was far too distracted and in too much pain. He could turn off physical pain, but he couldn’t make this pain go away.

Darling, Rarity’s voice said inside of his head, speaking in a soft, soothing, almost maternal voice, a mare needs a stallion she can trust. Rainbow Dash was absolutely right about that. Mustang Salvation needs a friend. She needs you. Whatever you do, do not abandon her now during her time of greatest need. She loves you, in her own way, but not in the way that Stout loves you. Go to her, Sideralis. What would your mother have you do?

Sideralis lifted his head and blinked. What would his mother have him do? He tried to think about what little he knew of Luna. His mother kept her promises. His mother was dutiful. She was a protector. She was the quiet, subtle aggression that balanced out Celestia’s calm gentleness. Luna was the guardian of dreams, and she nursed ponies back to good mental health after enduring trauma. Sideralis glanced over at the door. Mustang had endured mental trauma.

He didn’t know where he fit into the bigger picture of things. He had no cutie mark. He understood that he might serve a greater purpose someday, but in the interim, where did he fit in? What was his function as an alicorn?

Banging his head into the wall again, he realised that the smooze virus was probably having its way with him. This self doubt was crippling. Shoring up his mental defenses as much as possible, Sideralis forced a smile upon his mangled, mutilated face, opened the door, and forced himself to step through. He had a job to do.

“Mustang?” Sideralis blinked a few times as his eyes adjusted to the dim room. Much to his surprise, Mustang was in a bed and not hanging in a rack like he had been. He felt a pang of regret for destroying his rack, somepony was going to have to repair it. Hesitant, he took a step closer to the bed.

“Sid?” There was a long pause. “Sid, is that you? Come here to me, Sid, I’m all doped up.”

Doing as he was bid, Sideralis stomped to her bedside and dropped his head down close to Mustang. Much to his shock and surprise, he felt Mustang’s bandaged forelegs wrap around his head and neck, and then he felt himself being pulled in. The remains of his ear were pressed up against Mustang’s barrel and he could feel her internal systems thrumming against him.

Her voice was messed up, scratchy, and she didn’t sound like herself. Sideralis knew why. He stood there, no longer sure who or what he was anymore, with Mustang hugging his head to her body. After a moment, Mustang began to shake, and he realised that she was sobbing as she held him.

“He got us both,” Mustang mumbled as she sobbed.

Silent, Sideralis stood there, not knowing what else to do.

“He violated us both… he got us both… he raped you too… I’m so sorry… I’m so sorry!” Mustang stammered as she wailed.

Not knowing how to respond, it was all Sideralis could do to just stand there. He thought about Mustang’s words and didn’t know what to believe, and he couldn’t make sense of what had happened to him.

“I could hear him in my head as I felt him inside of me… he was gloating about hurting you… violating you… he said he was hurting you in the worst way possible…” Mustang squeezed Sideralis’ head a little tighter, pressing it tight to her barrel, and she buried her face against his neck and the back of his skull. For a moment, by accident, their horns brushed against one another. “He got us both.”

“Mustang, I’ll be okay—”

“No, you won’t. I thought I’d be okay too… but all my hurt just made me worse and made me push ponies away… I won’t let that happen to you… I won’t let that happen to you… I can’t let you hurt like I do.” Mustang redoubled her grip and then let out a wordless shriek of grief that echoed through the small room.

“Mustang, I’ll be okay because I have you as a friend. And all of the others.”

There was no reply, only sobbing. Sideralis allowed Mustang to cling to him. He shoved all of the growing self doubt out of his mind and focused on what was real, he focused upon this moment. A sobbing violated mare was clinging to him for comfort, a mare that endured unspeakable abuse and violation. And she was seeking comfort from him. He thought about Rainbow Dash and he also thought about Rarity’s advice to him just minutes ago. A mare needed a stallion she could trust.

“Mustang, I have to go in a little while. I have to neutralise the smooze threat. I give you my word, I’m coming back. I promise… there isn’t a force in this world that could stop me from coming back to you and being by your side as you recover.”

“Sid, don’t go… please don’t go, he’ll hurt you just so he can hurt me again… don’t go,” Mustang said, pleading, begging Sideralis not to go.

“He hurt you and that’s why I have to go. You’re one of my little ponies and I love you. Now I have a job to do.” Sideralis could feel Mustang rubbing his neck, touching him, her forelegs moved up and down, and he wondered if she was taking comfort from the familiar, rather intimate touch. It was the sort of touch that happened between close friends, but Sideralis’ brain had not yet sorted out all of the differences.

“Sid?”

Starting, Sideralis jerked his head free from Mustang’s embrace, turned, and saw Fluttershy in the doorway. He wondered right away about what she had seen when she had entered, how she felt, and what she thought about it. He felt a sense of worry and anxiety creep over him.

“Sideralis, thank you for being here with Mustang. I think she needed you.” Fluttershy stepped forwards. “I’m sorry I had to leave you, baby, but I had to check on your sister. I’m back now, and I’ll stay with you.”

“Where is Rainbow Dash?” Sideralis asked, now worried about another mare that he cared deeply about. “Who is looking after her and keeping her sorted out?”

“Twilight,” Fluttershy replied as she climbed into the bed with Mustang. “If Rainbow needs me, she knows where I am and Twilight can bring her here.”

“I need to go,” Sideralis said in a soft whisper. “I promise I’ll be back. Just like my mother, I will keep my promises. Mustang, I’ll be back.” He paused, thoughtful, and then continued, “I’ll make sure that Stout comes back too. We’ll come back and the four of us can be together.”

“Sideralis, before you go, there are others that need you. Apple Bloom and Scootaloo have both asked about you.” Fluttershy pulled the blanket over herself and Mustang.

Sideralis nodded. “I’ll go and check on them both.”

“Princess Luna would be proud of you, Sideralis,” Fluttershy said in a soft voice. “Keep Stout and Mjölna safe if you can. They are both very dear to me.”

“I will.”

“And Sideralis?”

“Yes?”

“You are very dear to me as well. I almost lost all three of my foals at once today. I almost couldn’t bear it… come back to me, Sideralis.”

“I will.”

Author's Note

Next chapter... round two.

Chapter 54

With a clattering of biosteel hooves, Sideralis touched down once more upon Isla Colibaba. He was nervous about this, and he knew why. The smoozy ooze infected everything that came anywhere near it, infections designed to wear down, cause weakness, break down defenses, destroy immune systems, the smooze was the Harbinger of Pestilence. Repeated exposure would prove devastating.

Of course the disgusting slime wasn’t where their last battle took place, but Sideralis was a little disappointed anyway. He looked around, his eyes falling upon the building he had been smashed into. Part of it had collapsed. There was still a reddish-brown smear along the wall. The cobblestones where the battle had taken place were pitted and slick looking with slime.

They were now in a race against time with no real way of knowing what the infection would do long term. Queen Chrysalis had come around quickly upon reaching an understanding of what they were up against. This was a self replicating, self repurposing hex that latched on a lifeform and then began to go through rapid changes as it tried to find a way to weaken, infest, wear down, or cripple. While Sideralis had his hooves down on the ground, Queen Chrysalis was working with her best and her brightest, trying to find some way to counteract the self aware, artificially intelligent infection.

“Mjölna?”

“Yeah?” Mjölna’s reply came out as smoke, curling around the cigar she was chomping on. Smoking was against regulations when out on a mission, but Mjölna had stopped giving a damn.

“I’m only asking because I’m worried… I know you’re old and all, but do you think you can keep up with Stout and I?” Sideralis asked in a perfect deadpan.

Mjölna’s eyes widened, her wings clanked against her ribs, and her teeth gnashed upon the end of her stogie. After a moment, she started laughing, a deep bellowing laugh that echoed through the streets and between the abandoned buildings.

Stout, who had been looking pretty grim right up to this point, gave Sideralis a weak smile, but it was a smile. Stout’s neck was still damaged, and a spot on her left front leg was still pretty messed up. Bits of machinery and hydraulic actuators were visible. There was a lot of meat still missing.

Both mares were armed. Mjölna had a strange device mounted to one wing, with the tank for the liquid mounted on her other wing. It was something that appeared to be a collection of scrap metal, tubes, crystals, and all of it was covered in frost. Wisps of frigid air curled up from it. The device, while a little crude, had been cobbled together by Doctor Gizmo and Mjölna. It fired a telekinetic orb filled with liquid nitrogen. It was a short range weapon. On impact, the telekinetic sphere would disperse and the liquid nitrogen would splash all over the immediate area.

Stout was armed with a similar device, also mounted to one wing, with the tank for the liquid mounted on the other wing. This device fired streams of liquid methane and could do so at a fair distance. Stout had also been fitted with a special shield emitter that would protect her from any freezing flyback or mist.

Sideralis was wearing his high altitude gear, the protective plating over his legs and his face that would allow him to soar to the edges of space. His wings had been fitted with two large tanks. Smooze storage tanks. As much as Sideralis hated it, he was going to have to hang back and stay out of battle as much as possible, as he could not risk having his protective gear getting too damaged.

“Stout?” Sideralis voice sounded positively demonic coming out of his respirator helmet. “Stout, I want you to know…”

“Yes?” Stout looked at Sideralis and gave him a raised eyebrow.

“I’ve never loved a mare with a liquid fart cannon before.”

“Sid, damn you… stop making me laugh!” Stout stomped her hoof upon the cobblestones, causing a few of them to shatter. “This is serious. We could all die.”

“Which is why he is making us laugh,” Mjölna said. Still chomping her cigar, Mjölna rose into a bipedal stance, her wings and mounted weapons angling for maximum balance. Her front hooves began to glow a bit as her projectors began to warm up.

Following Mjölna’s example, Stout also rose into a bipedal stance so she could use her projectors as weapons. They only had so much liquid nitrogen and liquid methane. Each shot would have to count. If they ran into trouble while hunting for the wretched smoozy ooze, they would need a way to defend themselves and obliterate their foes.

After finding her balance, Mjölna was the first to go stomping off. “You know, if these weapons prove useful, I’ll have to refine them and make them better. We’re bound to run into dangerous enemies and freezing them is a really good idea.” As she spoke, thick smoke curled out of her nostrils. “When I find Queen Mariposa, and make no mistake, I’m gonna find her, I have half a mind to jam the barrel of a gun like this right up her ass like a dildo and blow a frozen load right down her poop chute.”

“Mjölna!” Stout shouted in protest.

“I’m done being nice. I’m done playing nice. I’ve had it. I’m tired of this war, I’m tired of this fighting, I’m just tired. My friends got hurt. I feel like I’ve failed them. My experience was supposed to keep them safe. I failed both my princess and my prince. And now”—Mjölna sucked on her cigar, causing the end to glow cherry red—“now I’m gonna be a real bitch about things. This is personal.”

Stout, looking disturbed, took off after Mjölna, shaking her head and muttering to herself. Behind her, Sideralis followed, his head turning from side to side as he scanned for danger.

In the distance, something moved. It floated, suspended about a yard or so over the ground. It was bulbous, grotesque, and Sideralis could not identify it. Nor did he have time to identify it. The strange, hideous gasbag creature fired off a blast of some strange purple energy in a beam. Mjölna broke left, Stout broke right, and Sideralis lept backwards.

The beam turned the cobblestones where they had been standing into a goopy liquid.

The lumpy misshapen blob floated closer and Sideralis could see that it was covered with eyes. It had one large eye that glowed with a purple light, and many smaller eyes that peeked out of fetid, flabby folds of filthy flesh. It jiggled in the most horrific manner as it flew in their direction, propelled by flatulent blasts of putrid, vile smelling gas that it spurted out of propulsion orifices.

Mjölna, who had seen many horrors, had seen nothing like this horrific nightmare. She fired off a few pulses from her projectors and her telekinetic blasts bounced off of a glittery, glowing shield that manifested around the creature. Stout tried to follow Mjölna’s example, but had the same results.

A quick learner, Mjölna fired off her rivet gun, letting go a steady stream of ballistic projectiles. The floating creatures shield was designed to deflect beam energies, not ballistic rounds. The stream of rivets ripped holes in the creature, and several eyes took direct hits. The eyes melted like wax and began to dribble out of their sockets.

The big eye, glowing purple, fired again. The trio scattered and this time, the beam hit a brick wall. The bricks turned to goopy liquid and a section of the wall melted, the bricks and stone becoming something that resembled purple, goopy mud.

“The fuck is that thing?” Mjölna asked as she began to power up another weapon.

No one replied, no answers seemed forthcoming. Sideralis, knowing that beam weapons were useless, focused upon evasion, as did Stout. Mjölna however, who knew something about gasses that suspended airships in the air, had a hunch about this bloated, floating, flatulent flying monster.

The flamethrower in Mjölna’s front leg spewed flames, igniting the creature. The floating nightmare blazed for a few seconds, and then there was a massive explosion that caused several buildings to topple over and the trio were sent flying, the concussive blast smashing into them with terrific force.

Mjölna, who had been flung into a wall and then buried when the building collapsed on top of her, punched her way up out of the rubble that covered her like a makeshift shallow grave. She rose up, now standing on all fours, and wobbled around. She shook her head, spat, and then scowled a horrible, terrible scowl.

“I seem to have dropped my stogie.” Angry, Mjölna punched a chunk of rubble hard enough to turn it into dust. “Mutant motherfucker made me drop my stogie.”

Stout struggled to her hooves, a crooked piece of rebar sticking out of her side, down near her stomach. She stumbled around for a minute, her horn glowed, and with a grunt, she yanked the rebar out from between her ribs with a metallic scraping sound.

Spreading his wings, Sideralis recovered himself and he looked around for other threats. He gave himself a good shake, sending dust and debris flying from his body. He let out a dazed sounding whinny and then went to Stout’s side, worried about her, and hoping that she was okay.

“Alicorn princesses and princes damn everything, I dropped my stogie! Somepony must pay!” Mjölna stomped over to the scorched remains of the floating monstrosity, a scowl upon her face, and pieces of glass sticking out of her pelt.

“What the fuck?” Mjölna looked down at the charred, blackened remains. There wasn’t much left of the creature, but looking down at the flabby, burned flesh, Mjölna saw something unmistakable. There was a unicorn horn peeking out from between two crispy folds.

“Fuck me… fuck me… fuck me,” Mjölna stammered in horror, “fuck me, this used to be a pony… no… no… no… I can’t… I can’t take this… I can’t stand what she’s doing to us.” The battle hardened mare squeezed her eyes shut and gritted her teeth together.

Stout, who now stood beside Mjölna, looked down. She too saw the horn, and then noticed something else. The charred remains of a wing. Only a few feathers survived, but the wing was unmistakable. It had belonged to a pegasus. Stout stared at the remains, knowing that the visual records she was getting would be needed for study. She moved her head around, trying to get as many angles of the gristly sight as possible.

“I don’t even want to know what sort of horrible alchemy spawned this,” Sideralis said in a low mechanical voice that thrummed through his helmet. “Mjölna, are you going to be okay?”

“No, fuck no, I’m never going to be okay… I dropped my stogie and then I saw this mutant motherfucker… it’s like she tried to make pony soup or failed to make an alicorn or something… I can’t even drink booze any more to kill brain cells with the hopes of making that go away.” Mjölna backed away from the charred remains, gritting her teeth and shaking her head.

Trying to be helpful, Sideralis extended his wingtip and flicked away a few shards of glass sticking out of Mjölna’s back, cringing at the tears in her skin. She might not feel pain, and he might not feel pain, but the wounds looked awful, and something about them made Sideralis’ groin muscles clench up tight, and his dock tingled in a most alarming way.

He flicked his tail as the chills in his dock intensified.

“We need to keep looking. We’re losing power and we can’t have Sideralis getting too fatigued. We need to hold it together. Come on, both of you. Let’s go. We have a smoozy ooze to hunt.” Stout looked at both of her companions and gave them a gentle smile.

Sideralis, who was still feeling chills, flicked his tail again and when he did so, a most peculiar sensation began to creep through his body. The ground was infected here. He could feel it in his hooves. A peculiar sensation overcame him. He had been raised as an earth pony in the Unity Web, and what he was feeling now, the only thing he could describe it as was an earth pony feeling. As his concentration intensified, his tail flicked for a third time.

“Follow me,” Sideralis commanded, “I can feel the source of the infection…”

Author's Note

The first of the flesh warped...

Chapter 55

Sideralis stepped over the bodies that Mjölna and Stout had put down. He was driven forward by a powerful urge, a compulsion to keep moving. There was a whoosh of flame and the bodies ignited. So far, the trio had encountered several groups of infected and several more floating eyeball abominations that were blown up just like the first.

The floating eyeball abominations were dangerous, terribly so, they had powerful spells, resisted magic, and if they were torched, they exploded with spectacular concussive force. Killing them was just as dangerous as fighting them. Their central eye blasts caused things to liquify into a strange, caustic purple muck. None of the trio wanted to find out what a direct hit by an eye blast would do to their bodies.

Sideralis paused as something within his body powered up. He felt something, he could not say what it was, but it was a peaceful, happy, warm feeling. Much to his surprise, his horn began glowing. A tether of energy shot from his horn to Stout’s horn, startling him, and the air was filled with a thrumming sound.

NRG (......|...)

Initialising__Alicorn__Avenger__upgrade.firewall.Stout.patch

System corruption detected ⚠

Reminder: please upgrade to Harmony OS.

Firewall initialising.

Warning! bAd daTA__loaD eRROr ⚠

Warning! Firewall efficiency at 92%

Further infection imminent!

Warning! Aethernet cloud storage unavailable at this time. System files at risk!

Warning! Firewall efficiency at 89%

Warning! System bREAch!

Stout’s horn began to glow with a soft orange light that spread outwards and a field of energy surrounded both Sideralis and Mjölna as well as Stout herself. Instinctively, the three C/Equines moved closer together.

As the three of them huddled together, a dreadful purple ooze came slurping out of the storm drain in the narrow street that lead to a tunnel. It flexed, gurgled, and then began taking the shape of a pony, an alicorn no less.

Sideralis’ ears perked when he heard the sounds of cold cannons being powered up. He began backing away a little, but was mindful not to step outside of the protective orange glow being generated by Stout.

“You cocksucking motherfucker!” Mjölna spat out the string of hard consonants with a well practiced ease. “You hurt my apprentice!”

“You raped my sister!” Stout cried.

Sideralis, not knowing what else to say, but feeling the need to say something, shouted, “You hurt Scootaloo!” It felt like the right thing to say, as Apple Bloom and Mustang had already been mentioned.

“It’s your fault I lost my stogie!” Mjölna stepped forwards and without further ado, began firing balls of liquid nitrogen at the smooze ooze.

The undulating purple muck in the shape of an alicorn let out a strange, gurgling cry of pain as parts of it began to freeze. Stout followed Mjölna’s example and began squirting streams of liquid methane in the smoozy ooze’s general direction.

The smooze struggled, resisting the ferocious freezing assault. It was slowed, having difficulty moving, more and more of it continued to freeze with each shot, but the creature proved to be very difficult to stop.

With a keening cry, a tendril as thin as a strand of hair shot out from the smooze, shot through the air, and struck Stout on her right hind leg. She toppled to the ground, her hind leg almost severed, her hoof only held on by a few wires, a few struts, and some badly damaged metal.

Sideralis reacted without thinking. He rose into his bipedal form, an absolute giant, he darted forwards, and lifted Stout in the telekinesis projectors in his front hooves. He pulled her into his forelegs and held her, pointing her at the disgusting smoozy slime.

Now armed with a Stout, Sideralis held her close and allowed her to keep firing. The air around him was cold, bitterly cold, but Stout’s shielding protected him from the liquid methane mist.

The smooze wasn’t looking very good. More and more of it was icebound. Mjölna let out a roar of triumph, a wordless sound of rage and hatred. She moved forwards, her makeshift nitrogen launcher operating at a staccato rapid fire.

The smooze stopped moving. The almost alicorn shape was frozen. Sideralis was overcome by a strange compulsion once more, a feeling of power coursing through his body. He felt his tail twitch, and then his horn began glowing. A tether connected him and Mjölna together.

NRG (......|...)

Initialising__Alicorn__Hammer__Mjölna.patch

Configuring__Mjölna__arc__test.

Warning! High Voltage ⚠

Warning! uSEr__Mjölna experiencing surge ⚠

wARNIng! Discharge imminent ⚠

Warning! Lethal voltage ⚠

Sideralis, no longer in control of his own body, felt one of his forelegs reach out towards Mjölna. His projector powered up and he picked up Mjölna in his telekinesis. The mare was surrounded by sparks, she was arcing, all four of her hooves were glowing, and it appeared as though her surge discharge capacitors were way over capacity. Her nitrogen cannon ceased to fire. The air around them ignited with wisps of plasma. Nearby windows that were still intact began to shatter. The ground rumbled.

Lifting his foreleg, Sideralis raised Mjölna high up into the air, and with a furious cry, Sideralis unleashed the Alicorn Hammer assault. Mjölna’s hammer and thunderbolt cutie mark glowed with the intensity of the sun. A valkyrie’s shriek came out of her mouth, a deafening cry that could be heard over the arcing, crackling fury that was her hooves.

With a terrific thunderous crash, Mjölna was brought down atop the frozen smooze. The world turned white and had any creature with normal eyes and no eye protection been there to witness this event, they would have been struck permanently blind from the brilliance of the thunderbolt hammer smash that Sideralis performed with Mjölna acting as his hammer.

The smooze was struck with all of the righteous fury that only a pissed off alicorn could muster. The shockwave rippled outwards from the impact zone. Buildings were turned to dust in the immediate area. Further down, buildings toppled over like dominoes. The impact and the resulting brilliant white light could be seen from several miles away and many on The Ouroboros witnessed the moment where it appeared that there was a second sun shining.

Not only did Stout’s firewall shield protect from the smoozy ooze’s harmful influence, but it also protected them from most of the blast as well. The makeshift weapons had been utterly obliterated. All three of them were missing patches of their pelt. All three were smoking, singed, and even a little crispy in a few places. The ground beneath the smooze had been turned to dust from the impact, and then had turned to glass because of the arcing electrical strike.

The smooze was now little more than shards of frozen but still quivering smoozy ooze. Sideralis had set Stout down and she was standing on three legs. Mjölna was hurrying around, picking up smooze bits with her telekinesis and stuffing them into the storage tanks mounted on Sideralis’ wings.

“That was amazing,” Stout managed to say in a raspy, dry, gritty voice.

“Motherfucker got wrecked,” Mjölna muttered in agreement as she stuffed more of the smooze shards into the storage tanks. “I’m almost out of energy. I’m running on reserves. I think we’ll have to call in an airlift.”

Sideralis looked around at the widespread devastation around him. They had caused this. He and his companions were living weapons. He was standing in an impact crater and it looked as though a fucking humongous bomb had been dropped right where he was standing. The air around him still crackled with strange energies. The tunnel entrance had collapsed.

Together, he and Mjölna had formed some kind of superweapon. He was still stunned about the whole thing. Nothing, absolutely nothing in his whole life had given him any frame of reference for what had just happened.

Even frozen, the smooze had been resistant to damage. The pieces were quite large, all of them were quivering, and showed signs of thawing fast. Mjölna kept stuffing them into the tanks mounted on Sideralis’ wings.

Scanning the ground, Mjölna hoped that if she did not have all of the smoozy bits that she at least had most of them. She couldn't see anymore smooze shards as she did a thorough double checking of the immediate area.

Satisfied, she sealed the tanks, turned them on, and checked them. The nitrogen cooling system was working and the tanks covered themselves with frost as the smooze settled into a deep freeze.

“Okay, Sideralis, heads up,” Mjölna began. She lifted her head to look up at him. “Fly upwards as fast as you can. Gain altitude. When the air begins to get real thin and flying is difficult, hit your thrusters. Your heads up display should let you know. The tanks have their own rocketboost and guidance systems. They’ll launch themselves when the right time comes. Send this motherfucker on his space journey!” Mjölna extended one battered looking wing and saluted.

Spreading his wings, Sideralis kicked himself off of the ground and took to the air. He looked down as he beat his wings, and focused on Stout. “I love you, Creamy Stout… I’ll be back.”

Stout, standing on three legs, whipped out a wing in salute. “Alicorn speed, Sideralis. I love you… try not to have too much fun up there.”

Nodding, Sideralis flapped his wings, gave both Stout and Mjölna one final glance, and then began the long difficult climb to get to the top of the atmosphere. His wings carved through the air and his downdrafts sent up clouds of dust, powdered glass, and debris.

“On the wings of alicorns, Sid! You give that motherfucker a proper sendoff!” Mjölna shouted as Sideralis continued to gain altitude.

Sideralis existed near the edge of the void. His wings struggled now, he had to fight to keep flapping, to keep rising. A stream of garble shot across his vision, including a few warnings. Many of his systems had been damaged or were compromised in some way.

His mind felt soupy and sluggish as he fired his thrusters. He hurtled straight up through the thin, almost non existent air. He felt an odd tearing sensation but he ignored it. There was the glorious sensation of speed.

NRG (...|......)

Warning! 1322.94168 knots ⚠

Warning! Skinvelope suffering catastrophic failure!

Warning! Surface temperature exceeding maximum!

Warning! Skinvelope loss imminent!

His whole body was shuddering, trembling, he felt as though he was coming apart. His wings felt as though they were going to be ripped from their sockets. His legs were being tugged on to the point that he feared that they were going to be torn off.

Just as he thought that he was going to be ripped apart for certain, everything smoothed out. Everything went still. A peaceful, calm feeling came over Sideralis, and the sensation of speed vanished.

Blinking, Sideralis saw his mother flying beside him. She was smaller than him by far, graceful, delicate, thin of body, leg, and neck. She rolled and cavorted in the empty void and he felt her tickle his sides with her wingtip. She was smiling, beautiful, and Sideralis felt his body go limp.

“My son, in time, with training, you would have flown up here by my side without all of the metal and machinery. Your own natural magic would have protected you up here. You would have brought with you your own air. This place is mine and my sister's, but we would have shared it with you. I’m so proud of you for what you’ve done.”

As Luna spoke, the two tanks beneath Sideralis’ wings jettisoned, drifted away from his body, and then the thrusters fired. The tanks went shooting off into space, heading out into the distant emptiness where there was nothing for the smoozy ooze to infect.

“You have passed your first real test,” Luna said in a voice that could not contain her pride. “You have defeated an unstoppable enemy, a task worthy of any true alicorn. For my sister and I, we stopped Discord when we proved ourselves worthy of our birthrights and our heritage.”

“I spoke with the Spirit of Harmony,” Sideralis said. “The Keeper of the Elements of Harmony.” Sideralis looked at his mother and he felt his heart aching. She floated beside him, and she kept touching him with her wingtips. Her eyes were almost mesmerising.

“And what did this spirit have to say?” Luna asked.

“She told me what you did,” Sideralis replied, shaking his head, “about what you did to Stout. That was more than influence… you… you’ve programmed her practically from the time that she had her first implants.”

“I did what had to be done.” A pained expression crept over Luna’s face. “I did what I did for you, Sideralis… it is not good for us to be lonely. It changes us… you have inherited things from me that I’d rather not talk about.”

“You used Stout!” Sideralis shouted, his voice echoing strangely in the vacuum.

“She was an ideal match for you. Are you not happy?” Luna asked. One delicate eyebrow raised. “Is Stout not happy? Sideralis, the nights are lonely… painful… I could not bear thinking about you facing them alone. I planned ahead.”

“But what about Stout’s free will?” Sideralis asked.

“What about it? She was receptive to it from the beginning. Nothing was forced upon her—”

“The Spirit of Harmony disagrees.” Sideralis eyed his mother, loving her, but also feeling angry with her. “While she never resisted the ideas, the dreams, the suggestions, she never really said yes either. She just went along with it… it was all just a fantasy for her… and I was a dream come true.”

“I kept my promise… to many,” Luna said in a voice filled with pain. “A very difficult thing to do given my current situation. The situation is more dire than you realise, Sideralis. I had to provide for you… and so many others… now, no more arguing! No more questions, at least not now. Be my avatar! Strike my foes! Go forth and be the alicorn of the night!”

Sideralis shook his head and gave his mother a sad look. “My place is not in the night. I do not know where I belong just yet, but I do not share your destiny. Mother, I fear I must find my own way. The darkness is yours, the daylight is Celestia’s. And while I am touched by nightmares”—as Sideralis spoke he underwent the change, becoming black, terrifying, a mechanical nightmare—“while I have much that I have inherited from you, I am not you.”

Luna pulled away, looking hurt, her eyes glimmering in the faint light.

“Thank you, Mother, for all that you have given me. Stout makes me very happy. I am going to spend the rest of my impossibly long life trying to make up for what you’ve done to her. Be patient, Mother, one day I will rescue you. The Spirit of Harmony has promised me that.”

“My son,” Luna said in a strangled voice, “good luck to you… now wake up… wake up before you die!”

Blinking, Sideralis woke up. He had no awareness of falling asleep at any time. His body was sluggish, nothing wanted to work right, and according to his heads up display, he had burned away his skinvelope.

Twisting his head around, Sideralis saw his back and his body. There was no skin. Some of his muscles had been burned away as well. He could see the black metal of his reinforced spine. He tried flapping his wings, but they didn’t want to work right. His wing joints had been damaged and his heads up display was very, very helpful in telling him that he had suffered multiple critical failures in his attempt to break atmosphere. But he had done his job. His system logs showed that the tanks had been launched off into the endless vacuum. The smoozy ooze was now hurtling off into the nothingness.

Nothing was working right and to top everything else off, he got a flashing warning telling him that he was now operating on emergency reserves. He hurtled towards the earth with a crippled, skinless body and wings that were both suffering multiple critical failures at several points.

Much to Sideralis’ alarm, his heads up display vanished to conserve available power, not that it mattered. He was either going to splat into solid ground or the ocean and that was going to be the end of him.

“DID YOU MISS ME?”

The voice startled Sideralis and his head whipped around. He saw Queen Chrysalis diving down beside him, trying to match his speed. Several drones flew with her, all connected through hive magic, sharing in the strength and speed of their queen. One of the drones was tiny, far too tiny for such a task, and he rode clinging to Chrysalis’ back.

“YOU KNOW, WHEN YOU LOST YOUR VIRGINITY, I GAINED FUCKING SUPERPOWERS! SUPERPOWERS! THERE IS NO WAY I WOULD BE ABLE TO DO THIS OTHERWISE! AREN’T YOU GLAD I WAS THERE WHEN YOU BANGED THE TARTARUS OUT OF STOUT’S SWEET, SLICK, HOT LITTLE DIAGNOSTICS PORT? I MADE THAT FOAL HOLE SUPER TIGHT JUST FOR YOU SO YOU COULD BANG YOUR WANG IN HER SWEET POONTANG! YOU OWE ME!”

Much to his own surprise, Sideralis began to smile, even with the dire circumstances. A green glow surrounded his body and several changelings maneuvered around him. Ratchet flew to his back and latched on with magnetic locks. Sideralis felt himself slowing. Ratchet was doing something, but Sideralis wasn’t sure what.

All of a sudden, there was a jerk and Sideralis felt as though his wings were going to be ripped from his sockets. He slowed drastically and as he did so, he looked up. A large white expanse of fabric rippled overhead, tied to him with cords.

One of the cords snapped and Ratchet let out a worried cry. Queen Chrysalis, who did not panic, took both ends and merged them together with a simple repair spell. Her wings buzzed and she matched the speed of Sideralis’ descent so she could keep an eye on things.

The rushing air went from a roar to a whoosh. Sideralis felt more of himself shutting down as his body tried to conserve energy.

“A curious thing happened to Ratchet… the smooze infection had an unexpected side effect, I think, I don’t know what happened. I’ll need to spend time studying it.” Queen Chrysalis peered into Sideralis eyes with a manic expression upon her face. “Ratchet absorbed some of your blood… it’s changed him. He’s giving off all kinds of weird readings. He knew that you were in trouble and he had a better lock on your location than I did. Somehow, he’s been bonded to you.”

Sideralis tried to talk, but nothing happened. There wasn’t enough power. His vision began to dim, the colour fading away to black and white.

“Go into stasis mode, Sideralis. Your work is done. We’ll get you home.”

Queen Chrysalis’ suggestion proved irresistible—Sideralis slipped off into darkness, thinking of his mother and the time they had together at the top of the world, his final thought before his brain shut down completely.

Author's Note

Soon, very soon, the second test. There will be no rest.

Chapter 56

When Sideralis walked, things creaked and popped in his legs. His balance was poor. His heads up display alerted him to multiple critical failures in his systems. He still had no skin in all of the places that had not been covered by his high altitude protective gear, but parts of him had been covered over with the green mesh that hurried the growth of new skin.

He stepped out onto the deck and looked around. Beside him, Ratchet hovered, looking as worried as a changeling could look. Ratchet had disobeyed the direct orders of his queen, and had instead followed the orders that Sideralis had given him.

Upon waking, Sideralis had demanded to be made flightworthy and functional enough for combat. All other repairs, like skin, were considered non-essential. So Ratchet had fixed what was absolutely necessary.

After having a good look around the deck, Sideralis extended his wings, testing them, and making sure that his mounted weapons were secured. He had the big weapon pods installed now, put into place by Ratchet. The digester cannons, the spine batons, and the heavy beam projectors. Ratchet had modified the beam projectors a little, changing them to rapid fire, but doing so at the cost of raw power. There was a brilliant flash of magenta and Sideralis realised that there was about to be a contest of wills with Princess Twilight Sparkle.

“And just where do you think you are going?” Twilight demanded. She looked up at Sideralis and felt nauseous just looking at him. Most of his body didn’t have skin. Muscles were missing. Bits of his endoskeleton were jutting out. His appearance was pure nightmare fuel and Twilight couldn’t even imagine how much pain he might be in if his nociperception regulation system was turned off.

“I have a job to finish,” Sideralis replied. “Get out of my way, Twilight.”

“NO!” Twilight bellowed as she brought herself up to her full height and stuck her wings out to make herself look as large as possible. “I’m ordering you to go back in for repairs!”

“No, Twilight, I’m sorry, but I cannot follow that order. There is something I must do.”

Looking up, Twilight felt tears rising up, and she hated herself for crying in front of everypony. “I’m ordering you to get repaired! Please… please don’t do this… PLEASE!”

“Sorry, Twilight… no inhibitors, no protocols to make me obey, I cannot do as you ask. Please do not make this difficult.”

Twilight felt the first tears rolling down her cheeks. “I can’t even hug you… I’m too scared… you have no skin and you can see parts of your bones sticking out… please don’t go.”

Twilight watched as Sideralis inhaled. Some of his larger scabs split open and blood oozed out, but not much. Powerful coagulation agents kept him from bleeding too much in this state. Each tear that slipped out was agony, the pain in her eyes and her tear ducts was too much to bear.

“Sideralis, stand down! That’s an order!” Twilight said, her words more begging than command. “Mjölna, take him out. Put him down, Mjölna, we can’t have him destroying what is left of himself.” Twilight saw Sideralis look at Mjölna and then back at her.

“I’m sorry, Princess, you know I am loyal to you, I would follow you into Tartarus, but I cannot do as you ask,” Mjölna said, her words gritty and soft spoken.

Twilight Sparkle came to the slow conclusion that Mjölna was going to leave her. She recoiled, feeling betrayed. Her best friend, her loyal guard, her longtime companion, a pony that she loved. She looked at Mjölna through burning eyes that were flooded with tears.

There was a flash of green on the deck and Twilight knew that Chrysalis had arrived. She stood, staring at Mjölna, feeling her heart breaking. Mjölna wasn’t in good shape either. So much damage had been done.

“Ratchet, you little botfly, you had better have a damn good explanation as to why Sideralis is not in his rack!” Queen Chrysalis shouted.

“Sorry, my Queen, but he gave me a command and I chose to follow him,” Ratchet replied.

“Look here, you little horsefly, there are going to be words later!” Chrysalis turned and looked at Sideralis. “You… get back in your rack and I’ll be gentle. Don’t make me tell you twice.”

“You don’t have to listen to her,” Ratchet said in a low voice, speaking into the mutilated remains of Sideralis’ ear.

“Ratchet! What has gotten into you? We’re all one! One mind, one voice, a united hive in times of trouble… you little… why I oughta… I can’t even talk right I’m so angry! How could you do this?” Queen Chrysalis sputtered and her wings buzzed at her sides in irritation.

Hearing the scraping of claws, Twilight looked over at Spike, who was now on deck. Spike looked worried, afraid, and she saw the draconic intelligence in his eyes when he looked at her. She glanced around and her gaze fell upon Ratchet. Twilight had a sudden epiphany.

Without knowing how she knew, she understood Ratchet’s place in the bigger scheme of things. She looked back over at Spike. Dependable, reliable Spike. Her Number One Assistant. Her protector. Her guardian. Spike, the dragon she could always count on. Spike, who almost always did what he was told. Twilight realised that with a command, Spike would probably put Sideralis back into his rack and that Sideralis probably wouldn’t fight back too much.

Staring at Ratchet, she understood the purpose of the tiny changeling. A steadfast, trusted assistant that could always be counted on. It was a strange hunch, but it was a feeling too strong to ignore. Twilight felt more tears slipping out and she looked at Spike. Unable to bear it any longer, she lunged forwards, not caring that Sideralis didn’t have skin at the moment. She reared up on her hind legs, wrapped her forelegs around his battered neck, mindful of the protrusions of metal that were sticking out. She ignored the horror that lurked in the back of her mind.

“Do what you must do, my friend… and then come back,” Twilight said as she clung to Sideralis’ body, which had suffered terrible damage in all of the recent fighting and his trip up to the top of the sky. “Spike?”

“Yes, Twilight?” Spike blinked and his long, curved claws tapped upon the deck as the dragon expelled his nervous energy.

“Spike, go with them.” Twilight let go of Sideralis and slipped down on all fours once more. She looked up at her Number One Assistant. “Spike, I'm trusting you with Mjölna and Sideralis, both of them are very dear to me… just like you are. Please see that they finish their task and come back to us.”

Twilight watched as Spike’s right claws clenched into a fist and then were pounded over his heart. She saw his jaw clench as his nostrils flared. A little curl of smoke rose from his nose.

“I am coming,” Ratchet said, summoning as much courage as he could muster. “My Queen, I am sorry, but your voice has grown dim in my ears. Something has changed.”

Intrigued, Twilight glanced at Chrysalis and saw that the changeling queen was trying to figure out what was going on. Twilight was almost overcome by emotion, so much had changed. So much had happened. Tensions were so high right now.

“Ratchet, as much as I don’t want to put you in danger, I know that I need you,” Sideralis said.

Spike, his claws clicking upon the deck, looked at Sideralis, then Chrysalis, and then his gaze settled upon Twilight. “Tell Sweetie Belle that I’ll be back, I promise. She’ll be pissed that I left without telling her, but she’s teaching class. See that she is comforted.”

“I will, Spike.” Twilight felt a lump growing in her throat and had a terrible fear that she would never see her friends ever again. Sideralis, an alicorn, was connected to the universe in ways that Twilight did not understand, and something was pushing him. Mjölna, her most faithful guard, seemed to be caught up in this as well. She looked up at Ratchet. Out of all of them, the little drone had to be the most courageous, the bravest out of them all. He had defied his queen, but more than that, the teeny tiny little repair drone was putting himself into mortal danger. Ratchet wasn’t much bigger than a yearling foal. To be so small, yet willing to go into such danger.

“Can you fly?” Mjölna asked as she looked up at the badly damaged C/Equine beside her. “Just looking at you, I’m getting all kinds of critical failure warnings.”

“I continue to function,” Sideralis replied in a low voice. “This body still has power and Ratchet has restored basic functionality as I have requested. I can do what needs to be done.”

Stomping over, Captain Blossomforth came to a halt near Sideralis, snapped to attention, and then raised her wing in salute. “Alicorn speed!”

Her hooves heavy, Twilight Sparkle stepped aside, one of the most physically difficult things she had ever done. Her body felt heavy and a strange numbness was creeping over her. She moved beside Captain Blossomforth, stood at attention, and she too, raised her wing in salute. As she stood there saluting, Ratchet made a last minute check on the weapon pods mounted on Sideralis’ wings.

As Twilight stood there, transfixed, watching as Sideralis prepared himself, she was startled by the sounds of whalesong. It was haunting, melancholy, and sad. The gasbag above her made strange burbling sounds and flashed with soft bioluminescence.

Scowling, Queen Chrysalis looked at Ratchet, but said nothing. The changeling queen stepped aside, getting out of the way. She gave Sideralis a bittersweet smile and then waved goodbye with her hoof.

As the melancholy whalesong continued, the companions departed. Mjölna was first, leaping over the deck rail, and then vanishing from view. Spike went next, spreading his wings wide, leaping, and then catching wind so he could glide. Sideralis and Ratchet departed together, with Sideralis not so much leaping over the rail as he did stumble and fall over.

Not one pony present laughed as their prince fell over the edge.

Twilight, who worried if he would return, felt more tears coming. She did not know how this would end.

Sideralis, who had suffered a rough landing, was now being checked over by Ratchet after his crash. His landing, if one could call it that, had been a stumbling affair that had come to an end after Sideralis had smashed through the wall of a small store. One had to look for the good in things though—the store had a selection of cigars for sale.

Mjölna, now smoking a long, fat stogie, stared at the abyssal maw of the nearby tunnel. She knew with nothing having been said that Sideralis planned to go into the darkness. She didn’t know what they were going to encounter in there, but she supposed that it would be bad. Maybe worse than bad.

Spike was watching their surroundings, his trapezoidal shaped head darting around. Spike was nervous, that much was obvious. His claws picked at the cobblestones and his tail darted around. Smoke curled around his lips as he bared his teeth at the unseen danger all around him.

Grunting, Mjölna reached up and bonked herself in the head a few times with her hoof. She scowled, her lip curling back from her teeth, and then muttered, “Stupid system corruption is messing up my heads up display.”

“Spike?”

“Yes, Sideralis?” Spike turned and looked at the alicorn addressing him.

“Be real careful if we run into those eyeball abominations. They explode if you burn them even just a little bit.” There was a clunk as Ratchet worked on Sideralis’ wing and the C/Equine turned to look to see what was being fixed. By the looks of it, a snapped support strut was being bonded back into place. He looked back at Spike. “Down in the tunnels, those explosions are going to be pretty bad. I doubt the fire will hurt you, but be careful, Spike.”

“I will,” Spike replied as he turned to look at the tunnel entrance.

“Are we ready to go?” Mjölna asked.

“I think we are,” Sideralis replied.

Together, the four companions headed for the tunnel entrance, ready to go into the darkness, not knowing what they would face…

Author's Note

Hello darkness my old friend...

Chapter 57

Mjölna’s horn provided much needed light in the darkness, not that Sideralis needed it. His vision switched over to infravision at first, and then slipped into the ultraviolet spectrum. The tunnels were alive with hidden horrors. Sideralis could see odd footprints, smears upon the walls and ceiling, all manner of evidence of all things disgusting became visible. Something had gone in or had exited out of this tunnel not long ago—Sideralis couldn’t tell the difference.

Ahead, in the darkness, something squelched. The tattered remains of Sideralis’ ears perked. A flashing indicator in his vision informed him that his targeting system was functioning with an estimated eighty nine percent accuracy.

The tunnel was just wide enough for two narrow wagons and the walls arched in a smooth curve to form a ceiling overhead. Sideralis could see lights; electric lights, but they were not functioning at the present time. He wondered how the town generated power. He was curious about many of the aspects of life here, but he knew that he would have no answers.

As he continued down the dark passage, he thought about some of the things that the Spirit of Harmony told him, such as there were always at least two alicorns when the world enters into a new era or age. The last such transition was when Celestia and Luna had faced off against Discord, an enemy that could potentially leave the world in a state of wreck and ruin. Discord had broken the sun and the moon. Discord had broken the weather. Discord had left the planet in quite a mess. And just when things were bleakest, two alicorns rose to face him. Two alicorns rose to challenge him. Armed with the Elements of Harmony, two alicorns restored order and put an end to Discord’s disorder.

The Spirit of Harmony had been helpful and there had been no more bullshit. Much had been explained to Sideralis. Now, Queen Mariposa appeared to be the new threat to the world, the herald of a coming new age, an epoch, the old way expiring and a new era rising like the sun does to greet the morning.

And, just as before, there were two alicorns to deal with the problem. Except for one little niggling detail that bothered Sideralis. Twilight Sparkle was not a true alicorn. She had been born a unicorn and had been made an alicorn through Celestia’s most powerful magic. The Spirit of Harmony had said nothing about this, but Sideralis suspected that there were… issues.

The entire world was being threatened, just as it had been over a thousand years ago. Another thousand or so years before that, the world had been threatened by some terrible foe named Grogar the Necromancer. Two alicorns had arose to defeat him, but who they were seemed lost to time. They had vanished, disappeared, and their names were now long forgotten.

Sideralis stopped, sensing something. He felt faint vibrations in his hooves, but he couldn’t hear anything, couldn’t see anything, yet somehow, he knew something was coming. Something was approaching them in the darkness. He came to a halt but did not power up his weapons. He had to conserve energy and decided to wait and see what it was before committing to a wasteful energy expenditure. The digesters could be fired right away and would only need a small amount of time before more digestive goop was available.

Ratchet hovered near Sideralis’ head, peering ahead into the darkness, his odd insectoid eyes flashing in the light of Mjölna’s horn. A low moan was heard in the darkness ahead, a sound that made Mjölna react.

“Infected,” Mjölna spat. She puffed on her stogie and wisps of smoke rose from out of a hole in her neck. “Spike, when we have eyes on them, I want you to burn them down.”

“Got it,” Spike replied. The dragon began to stoke his internal fires and a smokey sulfur smell filled the passage. Spike pushed ahead, standing next to Sideralis, and he tried to see into the darkness that existed beyond the light from Mjölna’s horn.

“Sid, save your weapons. Do not fire,” Mjölna commanded.

Hearing Mjölna’s command, Sideralis stepped backwards so Spike would have more room to work. “Understood.” There was another wheezing moan and Sideralis turned to look at Ratchet. “I’m sorry you are about to witness this.”

Hovering, Ratchet bobbed in the air. “I’ve always wanted more than just being a repair and maintenance drone… but I was hatched small and I was too little to be a combat drone… but I wished that I was one of the big warrior drones.”

“A changeling has no choice on how they’re born,” Mjölna said in a low voice, “but, they do have a choice on how brave they are. Stay the course, little one.”

Hearing Mjölna’s inspirational words, Ratchet’s wings buzzed a little louder and his tiny, sliver-like horn glowed with a faint green light. He flew with a protective sense of purpose around Sideralis’ head.

There was movement ahead and Spike spewed fire. Flames crackled in the tunnel, smoke and fire bloomed all around them like deadly suffocating roses. The stench of burning meat and hair filled the air. There was a keening cry as the group of infected burst into flames and burned to death. Tentacles rose up out of the flames and flailed around, trying to find another host before they succumbed to the purging inferno.

Sideralis watched it all and felt a glowing ember of rage burn hotter deep within his barrel. Somepony would be made to answer for this. He would make them answer. That was his function, his purpose. That was what alicorns did. He glanced at Mjölna and saw the rage upon her face. For her loyalty, for her efforts, Sideralis knew that she would be at his side when those responsible for this were made to pay. He was going to make certain of it.

“Mjölna…”

“Yes?” The stogie chomping mare looked up at Sideralis.

“You are my hammer… my gavel… with you, I shall judge the guilty.”

Mjölna smiled. “You charmer you… you always know just what to say to make a mare feel good.” Puffing on her cigar, the cybernetic mare turned to look at the burning bodies as smoke trickled from the holes in her neck. “What do you think we’ll find in here, Sideralis?”

“Infection. Disease. And maybe, in the center of it all… hope.”

The tunnel they were in was at the base of the hill, which made it one of the longest. The foursome passed through several intersections, mindful of a possible ambush, pushing deeper into the darkness. The sunlight of the opening was long since lost to them, there was no light that reached this far in.

And it was here in the darkness that they heard a faint snuffle-snort sound. All of them froze, every ear strained, and every eye peered around, trying to see what was coming. Ahead, something thumped. Something heavy. Something clattered upon the cobblestones of the tunnel floor.

That something was now approaching—Sideralis could see a sickening, disturbing, nauseating shade of green bioluminescence ahead. Something about the colour radiated sickness. And it was moving fast, far too fast.

Spike dropped into a crouch but couldn’t breathe with Sideralis being in the literal field of fire. Sideralis fired off his digester cannons, both of them, at the coming mob. One shot hit, the other missed. One of the glowing green creatures dropped down and began dissolving. The errant blob of digestive goo began to melt the cobblestones.

“Minotaurs!” Mjölna shouted, feeling some panic when she saw flashing steel.

A second later, the remaining minotaurs slammed into the group. Mjölna kept her focus, raised her front hoof, and began firing off point blank pulses into her assailant. These weren't regular minotaurs. Mjölna’s pulse blasts did nothing but bounce off of a glittering, glimmering shield that seemed to be emitted from their glowing horns. Mjölna, quick to adapt, began firing rivets instead. Gaping holes appeared in the minotaur’s flesh, but it showed no signs of slowing down.

Indeed, as Mjölna watched, the wounds began closing up, the regeneration was slow, but observable. Cursing, Mjölna switched over to her torch and began firing off controlled bursts while trying to avoid the war hammer that the minotaur was trying to whack her with.

Meanwhile, Sideralis faced his own minotaur, a creature larger and bulkier than he was by far. Sideralis slammed it into the wall, trying to stun it, but the minotaur didn’t seem to be bothered at all by the impact. Sideralis felt a massive hand wrap around his neck and start squeezing. This didn’t bother Sideralis too much, he was well defended against most chokeholds.

A second later, Sideralis’ head was smashed into the wall. Something in his ears beeped and he saw warnings flash across his vision. Again, his head crashed into the wall with titanic, terrific force. More warnings. He struggled and kicked, trying to squirm free, and his head was once again bashed into the wall, shattering bricks. He went blind on the left side and in his right eye he saw warnings that his left optic assembly had been shattered and the protective layers around his brain were going to fail.

Just as Sideralis’ head was about to be smashed into the wall for a fourth time, Spike, who was already fighting a minotaur of his own, wrapped his tail around the minotaur fighting Sideralis and jerked it away. Spike’s claws bit deep, slashing open the minotaur he held in one hand, but the creature started to heal almost right away.

The flesh warped mutants were tough…

The minotaur fighting Mjölna clipped her in the skull with his warhammer, causing a ringing sound like a bell to fill the tunnels. Angry, infuriated by being bashed on the skull with a hammer, Mjölna reared up on her hind legs and using her telekinesis projector, she ripped the massive warhammer from the minotaur’s hands.

Now, Mjölna had a hammer… and everything looked a lot like nails.

A low reverberating cry filled the tunnels and Ratchet let out a worried moan as he buzzed around, trying to stay out of harm’s way. Sideralis, recovering from having his head smashed into the wall three times, fired up the spine batons on his weapon pods. He turned his body as much as he could, trying to get a better angle, and he was worried about how bad his targeting system was damaged. He fired upon the minotaur that Spike had in a headlock with his tail.

The spines ripped through the creature and dribbled acid. The wounds did not heal right away. The minotaur bellowed, a furious cry, and Mjölna, armed with a hammer, let out a warcry in response. Almost in a berserk fury, Mjölna, who had the massive hammer gripped in her fetlocks, brought it down upon the head of the minotaur fighting her.

There was a wet splat as the minotaur’s head exploded. The hammer didn’t stop, but kept going, slamming down deep into the minotaur’s torso, and its right arm was torn away. Mjölna was an earth pony with legendary strength even before her transformation into the C/Equine that she was now. She hit the minotaur with avalanche force, her hammer and thunderbolt cutie mark glowing with eldritch fire.

Screaming, Mjölna lifted the hammer over head once more and with a furious shout, she brought it down for a second time on the minotaur’s mutilated remains, which were still twitching, still regenerating. There was an explosive splat as the minotaur’s left arm was turned into jelly.

In the distance, there was a gurgling sound and the tunnel was filled with an ominous purple glow. Sideralis, who had turned his body around, bucked the stuffing out of the minotaur held in a headlock by Spike’s tail, striking with enough force to tear open the flesh warped mutant’s stomach. Sickly looking entrails mixed with wriggling tentacles started to spill out, but were slurped back in.

After a sharp inhale, Spike breathed on the minotaur he was holding, worried that he might ignite his companions. He let out a small huff of fire and the minotaur ignited. Much to Spike’s relief, there was no explosion as he had feared there would be.

Desperate times called for desperate measures…

It was Mjölna that saw the incoming eyeball abomination. She let out a scream of warning, but there wasn’t much room to maneuver in the tight confines of the tunnel. The incoming purple pulse bathed everything in a sickly violet light. Spike, who still had some flame stoked up in his throat, spat out a fine focused stream of fire out of his puckered lips at the eyeball abomination, hoping to hit it before it got any closer.

Ratchet, tiny little Ratchet, in the panic and the stress of the moment, surrounded Sideralis in a green glow and then heaved with all of the magical might that he could muster, hoping to pull the cybernetic alicorn out of the way of the incoming spell, as Sideralis was still recovering from doing his best Applejack impression.

There was a dreadful flash of purple light…

Author's Note

Hmm, now would be a great time for a hiatus!

Chapter 58

NRG (||||.|||||)

Warning! System corRUPtion ⚠

C/Equine to C/Hangeling interface established.

Uplink to uSer__Ratchet established.

Configuring new data libraries.

Configuring program: Symbiotic Shield.

Configuration: sucCEss.

Warning! Forceboot—⚠

Confused, not quite sure what had taken place, but knowing that he had rebooted, Sideralis peered around with one eye, trying to make sense of the situation around him. There was a terrible smell in the tunnel and it was difficult to see anything. Sideralis was having trouble engaging infrared or ultravision. A soothing green glow pulsed around him, and Ratchet became visible.

The ceiling above them had collapsed, showering the area with bricks, and revealing the bare stone hidden behind the bricks. The passage was in shambles. Sideralis heard grunting from Mjölna. Turning his head around, he saw her. He heard pained whimpering in his ears, but he was too horrified by what he saw when he looked at Mjölna.

The eyeball abomination’s eyeblast had fused Mjölna’s right rear hoof to the floor, her leg had turned a sickly shade of purple right up the the hock and the floor had turned the same colour as well. Mjölna was tugging on her leg, trying to free it, but she was unable to separate it from the floor. Sideralis stood there, not knowing what to do, and that was when he took in the whole situation and saw Spike.

A low, frantic moan escaped from Sideralis’ throat. Spike was fused to the floor. Both hind legs had melted into the floor, along with his tail, and both of his hands on his front legs. Spike was mewling with pain and there was nothing Sideralis could do.

He saw the remains of the minotaurs fused to the floor. In the tunnels, he heard low moans, cries, sounds, evidence that he was not alone down here in the dark. Terror welled up inside of him and he didn’t know what to do.

“Sideralis, help me,” Mjölna said in a somewhat panicked voice. “The blast transmuted my hoof to the floor and it’s stuck… I don’t think we can save it.”

“What do I do?” Sideralis asked, his voice sounding very much like a scared foal’s. The darkness around him was terrifying, omnipresent, if the lights went out, the things lurking in the dark would devour him and finish off his friends in their weakened states.

Ratchet, his wings buzzing, flew down near where Mjölna’s hoof was fused. The little changeling examined Mjölna’s leg, his horn glowing, his eyes flashing with a strange inner light. “Molecular composition suggests that part of the molecules of Mjölna’s leg exchanged places with the molecules of the floor and everything became jumbled.”

“Oh fuck me,” Mjölna said in a low whisper. “We’ve been working on a molecular scrambler… that dirty bitch beat us to it.”

Sideralis didn’t understand anything being said. He shook his head and tried to control the horrible feeling of panic welling up inside of him. “Can you fix it, Ratchet?”

“No,” the little drone replied, sounding sad to be reporting his failure, “the molecules are all scrambled together into one big spongy mess of fused molecular foam. All I can recommend is cutting it away.”

“Sid, do it… I don’t want to burn off my own leg… I can’t… please, help me, Sid, and then, together, we can figure out what to do about Spike.”

He felt his whole body go numb. Sideralis looked at Spike, trying to understand what had taken place, his mind a confusing jumble. Scrambled dragon molecules mixing with floor molecules. He heard Spike’s whimpers of pain.

Stumbling forwards, Sideralis lifted up his left foreleg, powered up his telekinesis projector, and selected a cutting beam. He had to angle his head so that his one remaining eye could see what he was doing. The projector powered up and smoke rose from Mjölna’s leg as the telekinetic force beam began its slow work of cutting through Mjölna’s leg, just below the hock.

“It hurts so much,” Spike whined, “I’ve never felt pain like this before… I can feel the floor… my body is in the floor.”

“Sideralis, when everything was exploding, you and Ratchet connected with a tether, just like you and I did and you and Stout did.” Mjölna did not look down at her leg while Sideralis was cutting it off. “Ratchet popped up a shield. It protected us from the blast and the falling bricks. How did you do that?”

“I don’t know,” Sideralis replied.

“Please… kill me,” Spike begged, “I can’t bear this… hurts so much.”

Mjölna’s head turned and she looked Sideralis in the eye. Her brows furrowed and her lips pressed into a straight line as she gave Sideralis a stern look. “Half of Spike is fused into the floor. We’re stuck down here surrounded by enemies. We can’t leave him, not like this. We need to figure out what to do.”

“What are you saying?” Sideralis whispered.

“I’m saying that if we get out of here somehow, go back and get help, and then come back to get Spike, I think we’re going to find a new flesh warped mutant roaming these tunnels,” Mjölna replied.

Spike let out another long, low whimper.

“No,” Sideralis gasped. “No. We’re his friends. I’m his friend. I’m not doing that. If he can’t leave with us, then we stay down in here in the dark together.” Sideralis stared down at Mjölna’s leg and watched as the telekinetic beam cut through the last little bit.

Snarling, now freed, Mjölna waved her new stump around as she stood on three legs. She grumbled, her wings clanked, and then she stomped over to stand next to Spike’s head. She lowered her own head down and tried to comfort the dragon.

Meanwhile, Sideralis didn’t know what to do. He couldn’t even imagine trying to cut Spike free from the floor. Spike could feel pain. Spike would suffer. Spike would feel every agonising minute. Spike could die from this.

Limping, his own legs damaged, Sideralis went over to where Mjölna stood, the tiny spark of hope that he had dying like a suffocated, smouldering ember. He needed fresh air, he needed light… he needed his friends. All of them. He needed Twilight.

He needed his mother… not Wisteria, even though she had always tried to comfort him, but Luna. If Luna was here, somehow, she would make everything better. She would promise to make everything better and his mother Luna would keep her promises. Luna always kept her promises.

Sideralis had reached the point where he wasn’t certain he could go any further. He had reached his end. He was in pain, a terrible pain that his cybernetic systems could not block, could not treat, could not prevent. All of his fellow C/Equines were now crippled. All of them. Spike was probably dying. He had failed. He had not reached the pony lives that he could sense within the hill. He had failed them too. All felt lost.

“Sideralis?”

Startled by the sound of his name being shouted, Sideralis peered ahead down the dark tunnel, trying to see. It had to be some trick, some deception. The changelings were trying something new. He ran a self diagnostic and found that his weapons still had functionality, but his targeting systems were offline.

“Sideralis? Mjölna? Spike?”

That voice was all too familiar. Too familiar. It had to be a trick. Some horrible, devious trick. Sideralis growled in the darkness and much to his surprise, he still had some fight left in him. He took several steps forwards, hoping to shield Mjölna and Spike with his body.

“Chrysalis? Is that you?” Ratchet asked. “Identify yourself before Sideralis obliterates you!”

“Sid, don’t you dare obliterate me! Not after the trouble I had to go through to rescue your sorry biomechanical ass yet again!” Queen Chrysalis’ sarcastic reply echoed through the tunnel, along with her nervous laughter. It wasn’t the sort of laugh that one had when one found something funny, but the laughter one did when there was nothing else that could be done, the laugh of the desperate clinging to whatever hope there was left.

“How did you get down here?” Ratchet asked as he buzzed near Sideralis’ head.

“We came down the central pipe, the big pipe where they pump olive oil up into airships so it can be hauled off… we had a bit of a fight, but we managed! We found pods! We found survivors!”

Sideralis felt hope flooding back into him. He felt his legs go weak. He wobbled, overcome with emotion. A low gibbering cry escaped his lips. He wanted to sob with relief. He had never been so happy to hear Chrysalis’ voice.

“Hurry, Spike is hurt in a bad way, Mjölna is missing a limb, and Sideralis is suffering from multiple critical failures. I think Spike is dying,” Ratchet said to Chrysalis.

“Hang on, I’m coming!” Chrysalis shouted back.

It was over. Help was on the way, there were survivors, and the horrible feeling of bleak depression was lifted away from Sideralis. Not everything had been a total failure. He powered down his weapons. He could hear sounds ahead, and the rescue party was coming closer.

The long dark nightmare was over. The survivors had been secured and were going to be rescued. Sideralis would be able to rest, begin healing, and the recovery process could begin. He looked at Mjölna, who had remained with him throughout this entire ordeal. He didn’t know what he would do without her and he understood why Twilight valued her as a friend. He thought of Spike and wondered how they would get Spike out of here.

One nightmare had ended and now a new bad dream was beginning.

Standing in the central vat, Sideralis had himself a look around. The walls pulsated and throbbed with changeling biomass. Changeling eggs glowed with a faint green light. The walls were lined with changeling pods—Chrysalis had informed him that there were no adults to be found, only foals, forty nine of them in total. Out of a population of tens of thousands, there were forty nine foal survivors.

Most of the adults had probably been shipped off on cargo drones, while others… others had become some of the flesh warped mutants no doubt. Sideralis felt sickened and disgusted just thinking about it.

In the middle of the vat on the floor were a group of green and yellow crystals that pulsed with their own inner light. Sideralis knew what they were, but he didn’t know how he knew. They were communications crystals that allowed Queen Mariposa to communicate with this colony, give them direction, and broadcast the Unity Web for the dreaming foals. The sleepers were a battery, providing just enough love to keep everything running.

Bellowing with an equine cry of fury, Sideralis smashed the communications crystals, shattering them, venting his rage and fury about Spike, about his companions, about all of the death, pain, misery, and loss of life.

He watched as a drone cut down one of the changeling pods from the walls and then lowered it down to the floor. A group of drones examined the pod, their horns glowing, and Queen Chrysalis herself gave them a nod. A drone cut the pod open and the goo inside spilled out. A little slimy yellow pegasus filly was in the pod.

“What now?” Sideralis asked.

“Now comes the worst part,” Chrysalis replied, shaking her head. “We get them back on the ship and if we’re lucky, one third of them will live through waking them up.” The changeling queen let out a sad sigh. “It’s awful. We hold so many funerals for the little sleepers that can’t open their eyes. Fluttershy weeps for each and every one of them and she gives them all one final hug because she says that somepony has to.”

Chrysalis’ words struck him like a physical blow and Sideralis recoiled. After taking a moment to recover, he shoved his way forward, and the changelings made way for the biomechanical nightmare with no skin. Sideralis thought of Mustang, how he had freed her. He had power with his voice.

The shredded remnants of his tail flicked, nothing more than the charred, blackened, hairless remains of his dock. Sideralis lowered his head down close to the little yellow pegasus filly. She looked a bit like Fluttershy, but instead of pink, her mane was a soft shade of blue-green.

“Wake up, little one,” Sideralis said in a low voice.

Much to the shock of all witnessing it, the little filly woke up. Her eyes opened, slowly, and she stared upwards with unfocusing eyes. She let out a burbling, wet cry and a slime bubble popped upon her lips. Her body wiggled a bit, but she was unable to move.

Sideralis felt a strange peace overcome him. The horrors of everything he had endured began to fade. Unbeknownst to him, two patches of skin grew with rapid, explosive growth on his backside, covering his hips.

“Know peace, little one, go back to sleep… good night little one, go back into a deep and dreamless slumber. The nightmare is over.” Sideralis lifted his head as the foal let out a weak, bubbly yawn and her eyes closed.

On the new patches of skin, Sideralis’ destiny manifested. A bright red alarm clock with big brass bells appeared, glowing for a moment. Sideralis was unaware of this development however, all he knew was that he now felt a peace unlike anything else he had experienced, and his sense of hope had been revitalised. He felt as though he could keep fighting.

He would find out soon enough, but that would come later. For now, there were forty eight more foals to free from the Unity Web, and Sideralis would finish his task. It was what he was made to do, he was the restorative power that could undo his mother’s corrupted magic. He was the hope that Luna had given the world, the means of undoing what she had been forced into doing.

Sideralis was a promise kept.

Author's Note

And so we conclude this part of the story. Coming up next, rest, recovery, and a race against time.

Chapter 59

Propped up in his rack, Sideralis was enduring the long healing process. The whole of his body was covered in thick green mesh to help him regrow his organics. A new optic assembly had been installed on the left side of his face to speed up the healing process. Strange tubes and crystalline fibres protruded from different places on his body.

He was not alone in his rack room. Ratchet buzzed around, overseeing everything, and the little drone now had a direct connection to Sideralis’ diagnostics systems. Twilight Sparkle paced to and fro, scowling, her face pinched with worry. Queen Chrysalis sat on a cushion she had brought, reading the projected screen of a crystal computer, frowning at whatever data she was studying.

“We never made you to endure such abuse,” Queen Chrysalis said, breaking the silence. She cleared her throat and the crystal cluster she held went dim, it’s projection vanishing. “Sideralis, we made you to fight changelings of different varieties. For that purpose, you and your fellow C/Equines were ideal. Perfect warriors. The six of you could have took on thousands at a time with very little done to you in the way of harm. You were all perfect war machines.”

Twilight Sparkle, hearing Chrysalis’ words, stopped pacing, turned her head, and looked over at Sideralis, who had Ratchet buzzing around his head. For a moment, Twilight looked as though she was about to say something, but she remained silent. A sad expression crept over her face, but it didn’t last long. Her sorrow was replaced by fury, it came on hard and fast.

“The recent engagements however…” Chrysalis’ words hung heavy in the air like spoken bowling balls ready to come crashing down so that everything could be knocked over in some dramatic fashion. “The initial data isn’t good. Sideralis, when your head was smashed into the wall, each impact measured several tons worth of force. Your body was made to take abuse, but not that much abuse. All of our hard work almost came to and end right there. It’s scary.”

“The fleshed warped mutants changed things,” Twilight said.

“Surely, some good has come out of all of the information collected.” Sideralis spoke without his mouth moving, his voice coming out of his nostrils and sounding funny. His jaw hinge on the left side was being repaired and all movement had been disabled.

Heaving a sigh, Chrysalis nodded. “Doctor Gizmo says that if we completely rebuild your wings, give them greater extensions, and add more power to the emitters that give you the magic that you use to fly, he thinks we can raise your payload to five hundred pounds or more.”

“Five hundred pounds total isn’t too bad,” Sideralis said.

“No,” Chrysalis shook her head, “no, five hundred pounds per wing. You carried a little over 400 pounds of smooze, nitrogen, and metal up to the top of the atmosphere and you did fine. Even in your damaged state. In a near perfect state, whole of body, without all of the critical failures, flayed skin, and with your wings in good condition, you could have carried a whole lot more. You’ve greatly exceeded our expectations and estimates. All of you C/Equines have.”

“The hopes and dreams of an entire nation was put into your creation.” Twilight’s wings twitched and her ears drooped down as she spoke. “Our desire to go home was poured into you. Our hopes, our dreams, every good thing we are, it was all a part of your creation.” Twilight drew in a shuddering breath. “And our wrath. Our fury. That was poured into you as well. We put so much into you… but now, everything has changed. Queen Mariposa has been busy. The flesh warped mutants alone are enough to give me pause, but this smooze ooze… how does anypony… or anything fight that? I must confess, I have trouble seeing the world winning.”

“So we’re in trouble,” Chrysalis said in response to Twilight’s words. “We’re the plucky survivors of a nightmare end of the world scenario. We’ll be fine, because we’re cute, cuddly, and do adorable things.”

“Speak for yourself, bug.” Twilight leveled a hard stare at Chrysalis.

“Ouch. Pastel pony princess is a real pretentious, patronising prick.” The changeling queen narrowed one eye and squinted at Twilight. Sensing that Twilight was in one of those moods, Chrysalis changed the subject. “We have survivors. Isla Colibaba wasn’t a total loss. The foals we recovered are healthy enough and they haven’t been in the Unity Web for too long. Our alicorn prince now has a hilarious cutie mark that we can all laugh at. We have a greater understanding of our enemy. We know that Mariposa has been busy.”

“And all we can do now is hope that the Spirit of Harmony has some kind of solution that can prevent the end of the world.” Twilight sat down upon the floor with a huff, and then let out a cry. Standing back up, shaking her rump around, she looked down and saw that she had sat down in some kind of sticky goo that had been on the floor.

Queen Chrysalis laughed.

“There is nothing funny about my cutie mark,” Sideralis said in a low, nasal voice.

“Oh come on, it’s hilarious,” Chrysalis retorted. “Alicorns… the great and noble creatures. Alicorn of the sun, alicorn of the moon, an alicorn of love, and an alicorn of magic… as if that wasn’t enough self righteousness, now, we have you, Sideralis, the Starry One, the alicorn of waking up in time for breakfast.”

“Hey,” Sideralis said in protest, “we didn’t lose one foal… I was able to wake them all.”

“Chrysalis, don’t be a tease. Sideralis’ mark might mean more than any of us realise. The stars are used to measure the passing of time… they are a celestial clock of sorts that can be used to measure chronological events. There may be a deeper meaning or he may yet have hidden talents.”

“Hidden talents that are more likely to manifest if I keep teasing him and motivating him to prove me wrong,” Chrysalis replied in a perfect blend of sarcasm and affection. A sly grin spread over Chrysalis’ face. “Speaking of hidden talents, we really need to study his tail twitches. When those happen, the magical readings go right off the charts. The only thing we have to compare it to are some odd earth pony readings, but those are relatively weak. Sort of like the pegasus wing reading we did when we discovered the magic fields emanating from Sideralis’ natural wings back when he still had them. When he broke atmosphere, the sorry remains of his tail twitched a whole bunch of times and we got some really weird readings. I wish we knew what happened up there.”

“So much needs studying… who knows where we’ll find our next best weapon of war.” Twilight, her horn glowing, made a valiant effort to clean the sticky goop off of her backside using her magic.

“I fell asleep… or passed out,” Sideralis said, responding to Chrysalis’ words. “I dreamt of my mother.”

“And the smooze got launched into space. We picked up all kinds of weird gravitational fluctuations and The Ouroboros’ sensors said that the moon was emitting weird energies. It’s gonna throw the tides out of whack.” Chrysalis shook her head. “I don’t even know how to begin reading that data.”

Both Chrysalis and Twilight looked at the door when it opened and a changeling drone came into the room. The drone was small, about the same size as Ratchet, but instead of being a repair drone, she was purposed as a messenger. She wasted no time and got right to the point.

“A fleet approaches,” she reported as her tiny wings buzzed. “A collection of ships. We’re being hailed and it sounds very urgent!”

“Who is hailing us?” Twilight asked, worried about further infections.

“Captain Spitfire of the Phoenix Rising.” The little drone flew closer to Twilight’s head. “Do you want me to set up a relay?”

Scowling, realising that the infection had probably already traveled along the attempt to communicate, Twilight nodded, feeling more than a little hopeless and crushed. She prepared herself, getting herself sorted out, hoping to present a good image to Spitfire. Morale was important.

The little communications drone’s horn glowed and a beam of energy shot out, connected to the wall, and the whole room thrummed with magic. After a few seconds, a projected image of Spitfire appeared, the image generated from the tiny drone’s curled horn.

“Twilight, I am so relieved to see you… I’ve been trying to contact you for a while now.”

Drawing herself up to her full height, Twilight nodded. “We had to go silent… I’ll explain later. Spitfire, what is going on? What are you doing out here with us?”

“IT’S GONE, TWILIGHT, EVERYTHING IS GONE!” Spitfire shouted in a ragged voice, speaking with so much volume that her projection crackled with static.

“Slow down… what’s gone?” Twilight asked.

“Everything,” Spitfire said, succumbing to her emotions. “All of it. It’s all gone.”

The first thing that Spitfire did upon entering the room was throw up when she saw Sideralis. The pegasus mare, a hardened individual, could not stand the sight of Sideralis in his current state. She stood, sides heaving, her wide, frantic eyes locked upon the cybernetic alicorn resting in his rack.

Queen Chrysalis, all of her previous sarcasm now gone, picked up Spitfire, plopped her down upon a cushion, conjured up a drink of water, and tried to make the mare comfortable as Twilight cast a spell that removed the puddle of sick that lay in front of the doorway.

“I need you to tell me everything that’s happened,” Twilight said in a quiet voice of command as she moved near where Spitfire was now laying sprawled out on Chrysalis’ cushion. She noted Spitfire’s bloodshot and frantic looking eyes. The fear and the panic.

Spitfire drank down some water, glanced over at Sideralis, gagged, and then jerked her head away, unable to bear the gruesome sight. She drank some more, coughed, and then looked Twilight in the eye.

“Not too long after you left, we got hit by a swarm. Early detection saw them coming. General Thunderclap mobilised to save the city. We took every ship in the harbour that we could spare and we loaded as many ponies and Saddle Arabians as we could, Twilight… we had to flee… the swarm was huge… bigger than anything we’ve ever seen.”

A grim expression spread over Twilight’s face.

“It’s all gone, Twilight…” Spitfire shook her head.

“Maredina is no more?” Chrysalis asked in a low voice. “What of King Stag and Queen Acherontia?”

“King Stag and Queen Acherontia used powerful magic together… I don’t understand what took place, but King Stag along with a whole bunch of his drones and Queen Acherontia’s drones were transmuted into an airship. Afterwards, Queen Acherontia mobilised what was left of her army and said she would buy us time to escape. We can’t seem to contact her.”

“And General Thunderclap?” Twilight asked, her eyes closed, her head hanging low.

“We can’t get in touch with him either.” Spitfire coughed again and shook her head. “Everypony is acting crazy and weird. I’m sorry, I can’t keep my shit together. I guess it’s the stress… I’m sorry… I’m not a very good soldier right now.

“She’s infected,” Sideralis said in a low voice. “My heads up display says she has smooze infection.”

Twilight took a step backwards, sighed, and then let out a low, wordless whine.

“I have what?” Spitfire asked.

“Nevermind,” Twilight replied. “At least for right now. I promise I’ll explain everything later.” Twilight looked Spitfire in the eye. “How many, Spitfire? How many were saved?”

Spitfire’s ears stood up and her lips moved. She tried to speak, choked, and then let out a shudder. After a moment, she managed to say, “I’m sorry, Twilight, I failed you… I’m so sorry.”

“How many?” Twilight asked again, her voice soft, but full of pain and worry.

“We don’t know the actual number yet. About twenty thousand or so. There was so much chaos and panic… When King Stag and the drones became an airship, it wasn’t exactly finished inside. He needed time to grow things and recover from the transformation. About twenty thousand was all we could manage…” Spitfire choked and her words became sobs.

“Out of a city of several hundred thousand,” Queen Chrysalis said, shaking her head.

Twilight, still in control of herself, standing with her eyes closed, began to calculate the algebra of survival. “Captain Spitfire, if you could tell me how many ships you escaped with, that would be very helpful.”

“Fifty… three…” Spitfire sobbed.

Wincing, Twilight Sparkle’s tail swished from side to side as she stood there, taking everything in. Fifty three ships and about twenty thousand ponies. Fifty four ships and about twenty one thousand with The Ouroboros. Equestria had once been a nation, it had then become a city of survivors, and now, Equestria was a fleet. A grim sense of resolve took over Twilight. She remembered the hurried escape from Equestria with far fewer ponies and just one ship. But that one ship was joined by others. Others had survived. Others had escaped, and they had come together. There was still hope. Others might be coming.

Or they might not.

“We need to figure out how to find the Spirit of Harmony,” Twilight said. “Our first priority is finding some means of a cure for this infection. She is likely our best hope. We need to get a headcount of the survivors. We’ll need to distribute them over the available ships and if we can, we need to help King Stag become more habitable. I want the fleet brought together to maximise the available love for our bioships. As of right now, this moment, I am the supreme authority of this fleet. I expect my commands to be followed. We are in dire circumstances.”

“Floating creatures made of eyeballs… I saw them… nightmares come to life… I swear, I’m telling the truth… hundreds, maybe thousands of them attacked the city…” Spitfire’s face contorted with pain and she covered her eyes with her front hooves.

“The population of these isles is strangely absent,” Queen Chrysalis said. “I wonder if the army was created here and shipped off to Maredina to attack. I think Isla Colibaba was used as a staging ground.”

Twilight nodded, but said nothing.

“They flew in over the ocean along with an army of infested changelings. There were so many… too many. I’ve never seen numbers like these before.” Spitfire curled up into a fetal position on the cushion and lay there whimpering. “Saddle Arabia is lost to us I think.”

Sideralis, thinking of everything that the Spirit of Harmony had told him, felt his heart grow heavy as he said, “When Discord was at his worst, almost the entirety of the pony tribes were lost to madness and sickness. We nearly met our end. Entire generations succumbed to his magic. Princess Celestia and Princess Luna could not save them all. When Discord was defeated, the Royal Pony Sisters had to raise several thousand foals… that was almost all that was left after Discord’s rampage. We had to rebuild from almost nothing. We did it then, and we can do it now.”

“Sideralis?” Twilight looked at the cybernetic alicorn resting in his rack and wondered how he knew all of this. She was still stunned from Spitfire’s report and this hit her like a suckerpunch.

“Discord messed them up too badly for them to be saved,” Sideralis said in a low, nasal voice. “Many of the ponies had resorted to cannibalism. They were warped. Insane. For a time, all was thought lost. Celestia and Luna found the Elements of Harmony and they struck down Discord. When everything was said and done, they had to put down the sick ones. They had to end the suffering of those afflicted by Discord’s chaos. The sisters suffered as they had to do the unthinkable, but they did their duty. They ended the pain and the suffering of those touched by chaos who could not be saved. Afterwards, they went into the wilds, searching, hoping, trying to find survivors. They found a few, but not many. They found foals though, feral foals. Celestia and Luna raised them as if those foals were their own.”

“Ugh.” Queen Chrysalis shook her head. “That’s pretty bad.”

“All hope was not lost though.” Sideralis paused and listened to the sounds of Spitfire sobbing for a moment, wishing he could go to her and comfort her. “Celestia and Luna endured with those foals. After a time, more ponies came, driven by a cruel winter. They came from a land across the sea and crossed over ice into the new land, the land we now call Equestria. The survivors, both the foals and the ponies who had made the crossing, all formed a new kingdom and so began the new era, the thousand years or so that led us to the troublesome times we face right now.”

“So Celestia and Luna… acted as mothers… to an army of orphans?” Twilight asked.

It took Sideralis a moment to reply, but reply he did. “Just as we might, Twilight Sparkle… I do not know what lies ahead, but there are always two alicorns when the world needs them. Hope is not lost. The old world must pass away so the new world can begin. The endless cycle must continue. We are a part of that. We must survive this and somehow rebuild, just as Celestia and Luna once did.” Sideralis said nothing about the fact that Twilight wasn’t quite an alicorn, but hoped that she was close enough.

“Princess I Can’t Possibly Do Anything Wrong and Princess Loudmouth didn’t have an army of changelings helping them,” Queen Chrysalis said. “We’ll be fine… I think. But I gotta admit, things look pretty bleak right now.”

Reaching down, Twilight stroked the sobbing pegasus curled up on a cushion, and as she did so, her eyes narrowed. A hard look crept over Twilight’s face. “Whatever it takes to survive… we’ll get through this together.”

Author's Note

I bet there are a ton of questions.

Good!

Chapter 60

“Commander Sparkle, another ship approaches,” a tiny communications drone said in a meek voice as she hovered around Twilight’s head. “This one does not have a means to communicate through projectors.”

Twilight scowled and began to feel a sense of worry. She gritted her teeth and looked around at the fleet projection all around her in the control room. Fifty three ships, plus The Ouroboros. That was all they had. She had to keep them safe and she knew that the longer she lingered near Isla Colibaba, the more danger they were in.

“Commander Sparkle, the ship has signal lights and they are flashing a message. SOS. Over and over again as they approach. SOS. The ship appears to be older, but it bears a changeling signature.”

Twilight’s eyebrow raised.

“Commander, the signature is weak, but I do believe it is Queen Acherontia.”

“Can I get a visual?” Twilight asked.

The tiny communications drone pointed its horn at a crystal cluster and fired a beam. A second later, a projected image of an airship appeared over the crystal console. It flickered a bit, flashed, gained clarity, then colour crept over the image, and after a minute, the two dimensional image became a three dimensional image, the airship image swelling like a balloon and expanding.

Scowling, Twilight Sparkle looked at the ship. After a moment, her eyes went wide and she was almost overcome with excitement. “That’s the Perdu!” Twilight’s wings flapped at her sides and she was almost beside herself with joy. “That’s our top secret airship from the Cyclops research facility… wait…” Twilight’s joy vanished and she gave the ship’s projection a suspicious stare.

A second later, Chrysalis burst into the control room, her eyes wide, her sides heaving. “Queen Acherontia is near. She’s transformed herself into the heart of the airship that approaches so she can take it over… she says there are many injured, maybe even dying. Most of them are from Cyclops. General Thunderclap made a daring rescue and got out on the Perdu.”

“Send over medical assistance at once,” Twilight barked. She looked at her console and agonised over what to do. If she waited here at Isla Colibaba, more ships might come. However, there was the chance of an attack. Twilight wasn’t sure what Mariposa would do.

If Maredina was taken and its hundreds of thousands lost, Mariposa had a beachhead that would allow her to attack Saddle Arabia and its millions, which would no doubt fall in much the same way Equestria had. Twilight frowned, curious, wondering if Mariposa would send whatever army she could muster after twenty thousand or if she could consolidate power in Maredina, turn it into a hive, and then make incursions into Saddle Arabia.

“Queen Chrysalis,” Twilight said in a soft voice that was gritty with emotions.

“Yes, dear friend?” Chrysalis looked at Twilight and a worried expression appeared in the changeling queen’s eyes.

“We need to start moving. But before we do, we need to be utterly invisible. I have a plan to hide every ship in the fleet, but I am going to need your help.” Twilight turned and looked at one of her most trusted companions with pleading eyes.

“Anything for you, Twilight,” Chrysalis said in a quiet reply that seemed oddly affectionate and lacked sarcasm.

“I know an improved invisibility spell and I could probably cast it on one ship, but I need to cast it on all the ships. I need to link minds with you once again, and then, I need you to connect me into the hive mind magic. I need access to every single drone that you have, and their magic.”

“You’re going to cast the spell through the hive mind and distribute the magical load over thousands, aren’t you?” Chrysalis asked.

Twilight nodded.

“That’s gonna leave you weak… it will leave all of us weak.” Chrysalis looked worried. “But, we’ll be invisible and hopefully undetectable. Think we can cover every ship in the fleet?”

“All fifty five of them,” Twilight replied.

“You won’t be fit for duty,” Chrysalis said to her friend. “Spitfire is having a total nervous breakdown. Most of the other captains are still trying to deal with everything that has happened. Everything is anarchy.”

“Sideralis will be left in charge. He can control The Ouroboros. If there is a real emergency, I can take over command again if I think it is necessary. But while we rest, he should be able to manage. It will be a good test for him.”

“If you say so.” Chrysalis looked doubtful.

“This is not an ideal moment for him to assume some sort of command, I agree, but there could be worse moments. We need to get the fleet hidden away, and then we need to move away from here, even if we don’t know where we are going.”

“Uh… if you say so.” The changeling queen repeated with a shrugging gesture.

Twilight let out an irritated grunt and then eyed her command console. After a moment, she heaved a sigh and then looked at Chrysalis. “He’s foalish and immature. He has no idea what he is doing. He can be a little petulant at times, stubborn, and he doesn’t have a great understanding of how the world works.” Twilight let out another sigh. “He’s a lot like how I was when I came down out of my ivory tower for the first time. Ugh, it’s so embarrassing to even think about.”

“You have a lot of faith in him, don’t you?” Chrysalis asked.

“He has courage and guts. He might be a big foal trapped in a cybernetic combat chassis, but he has to be one of the bravest, gutsiest foals I’ve ever seen. He did go right back down into that nightmare and he finished his task. While he has many faults, I must confess, I admire him for doing that, even though I didn’t agree with it.”

“Most foals wet themselves thinking about what’s under the bed. Sideralis went into those tunnels full of nightmares and darkness. I fought some of the things in those tunnels.” The changeling queen paused and then looked Twilight in the eye. “Yeah, he’s pretty brave, I’ll give you that. He’s like the bravest five year old that’s ever lived.”

“Rainbow Dash acts like a five year old… I hope she never changes.” Twilight let out a wistful sigh and thought about another foalish pony she knew, a pink one that she missed dearly. After a moment of reflection, she looked up at Chrysalis. “Make ready. We have much to do. We have to make sure that the fleet is safe.”

Feeling almost frantic, Sideralis was missing his companion, Stout. She was in another place being repaired. Fluttershy was needed as a nurse, there were far too many injured ponies and nowhere near enough help. Not far away from him, Rainbow Dash lay huddled on a cushion, looking miserable, missing her own companion. Ratchet had cocooned himself inside of a slimy green shell and Sideralis didn’t know what was going on with the tiny drone.

He was in charge, but he didn’t know what that meant, other than if an emergency came up, he would need to make a decision. He was feeling peculiar, strange, Ratchet had made a lot of weird things grow all around his rack, and there were odd new connections between him and the ship. Sideralis could feel a sense of awareness outside of his own body now and occasionally, a new alert would flash in his heads up display, telling him about some new upgraded connection between himself and The Ouroboros, which was now listed as a C/Hangeling in his systems. New connections were being established. At times, it felt as though Sideralis was becoming part of the ship, or perhaps, the ship was becoming a part of him. He was aware of what Ouroboros as a C/Hangeling was thinking, just as he was aware of what Ratchet as a C/Hangeling was thinking.

Ratchet had wired him directly into The Ouroboros and Sideralis did not understand what was going on, there was only a vague understanding that he was becoming something greater, something larger.

The fleet was moving, following The Ouroboros, moving along a course set by Twilight before she had hidden the entire fleet, which was now clustered together. There was a strange feeling of pressure inside of Sideralis’ mind, and then he became aware of being a much larger living organism. He could feel ponies and changelings moving through his hallways like blood flowing through veins. In an almost dreamlike state, the tattered remains of Sideralis’ tail flicked and the feeling intensified. Using the mind of Ouroboros, not the ship, but the C/Hangeling mind within the ship, Sideralis extended his consciousness into the Phoenix Rising and he began to feel the life moving through that ship as well. There were other changeling ships in various stages of growth and development. Some were small, some were a bit larger.

Sideralis bumped minds with King Stag, now King Stag the airship. King Stag was still making connections, growing digesters, creating the systems that would give his ponies fresh water and food, poor King Stag was going through a painful stage of growth and did not understand what to do.

Without even realising what he was doing or how he was doing it, Sideralis overlaid the layouts of both The Ouroboros and the Phoenix Rising into King Stag’s damaged consciousness and helped to shore up the hive mind connection between the three ships, which in turn took much of the strain off of King Stag. Ouroboros and Phoenix both had a lot more experience with being airships than King Stag did. With Ouroboros and Phoenix now guiding his growth, King Stag was now free to recover his battered, damaged consciousness and heal from his traumatic transition.

Drifting in and out of his body, Sideralis realised that the magic that had been used to transmute the changelings into a living airship could be used on the smaller changeling airships. Those ships had been expected to grow into massive ships through natural means, but merging them together now would be beneficial to the fleet. Through Ouroboros’ mental connection, he slipped a suggestion to Chrysalis as she recovered from her effort to hide the fleet.

The Ouroboros had empty rooms, empty sections that had been grown, but not yet purposed. Sideralis instructed the C/Hangeling ship to begin turning some of them into medical facilities, research labs, and a recovery bay large enough for one dragon. Keeping Spike in a pod until they returned to Maredina was no longer an option. One of the tubes that connected Sideralis to The Ouroboros sucked out a portion of blood from Sideralis and began the transfer of it to Spike the dragon, who slept in a painless sleep within a changeling stasis pod. The blood was the first step in transforming Spike into something greater, just as Ratchet was transforming into something greater inside of his cocoon, the first transformation of many.

Sideralis’ blood was being transferred to other places within The Ouroboros. With Sideralis’ blood came the catalyst needed for transmutation and change. In time, a maintenance drone carrying Sideralis’ lifeblood would transfer some to the Phoenix Rising and the other changeling ships in the fleet, changing them to C/Hangeling ships. These changes were being made in preparation for the meeting with the Spirit of Harmony. These changes were necessary, it would make the cure for the smooze infection easier to disperse. Sideralis was building an immune system through his C/Equines and his C/Hangelings without even realising it was happening.

A new growth of crystalline fibre snaked down from the ceiling, wiggled, slithered, and connected itself to Sideralis’ back. The fibres dug into his flesh, connected to his spine, and created a connection with his central nervous system, tapping in. Sideralis’ awareness increased a little.

His little ponies were scared, frightened, they were infected and had been traumatised. Now in a dreamlike state, he himself now in a state of perfect calm, Sideralis sent out the suggestion to the airships that he could connect with that they should release certain calming pheromones. Another cable of crystalline fibre rose up from the floor and connected with Sideralis’ neck. It bored into his flesh with a wet squelch and Sideralis’ connection was further strengthened. His tail flicked.

As a sweet scent filled Sideralis’ repair bay, Rainbow Dash calmed and slipped off into a restful slumber.

Author's Note

And now, into the great unknown.

Chapter 61

Queen Chrysalis paused when she looked upon Sideralis, stunned by what she saw, and uncertain of what to say. She stood frozen for several long moments. To say that Sideralis was plugged in was understatement. Much of his skin had grown back in a surprisingly short amount of time. She felt Twilight Sparkle brush up against her and she stepped aside, still in shock.

Even the room had changed. The walls pulsated with new biomass. There were blue crystalline growths sprouting out of the walls, ceiling, and floor. The air was cool but there was a warm breeze blowing from somewhere and there were now strange tubes filled with some kind of new bioluminescent goo that Chrysalis did not recognise.

“Sideralis… what is going on? You’ve been repurposing Queen Chrysalis' drones, altering growth patterns for The Ouroboros, and we’re getting all kinds of weird magical feedback from whatever is going on in this place. We’re worried, Sideralis… what is taking place here?” Twilight Sparkle, fearless, walked right up to where Sideralis stood in his rack and looked up at him.

“I am becoming,” Sideralis replied in an odd, distracted voice.

“Becoming what?” Twilight asked. “That is not a complete sentence.”

“I do not know.” As Sideralis spoke, several crystals in the room flashed with a soothing blue light. “I am learning. Everything that the hive collective knows, I now know. I have seen Equestria as it was and as it is now. I am understanding.”

“Understanding what?” Twilight asked as she took a step backwards, looking both worried and curious.

“Queen Chrysalis represents the best of what the changelings have to offer. Queen Mariposa represents the worst. There is a clash of ideologies here…” Sideralis went silent for a moment and his eyes flashed with a strange light. “In Equestria, arcano tech began running out of control. The lines between science and magic blurred. Dangerous new technologies emerged. That alone was dangerous, but it went beyond that.”

“Sideralis?” Twilight stared up at the alicorn suspended in his rack with dozens of tubes and connections sticking out of him.

“Technology run amok… it was a danger that no one paid any attention to. You were warned… quiet voices of reason tried to tell you.” As Sideralis spoke, the image of a pony was projected from one of the blue crystal clusters. The pony had glasses and wore a lab coat. His image remained for a moment and then vanished. “You burned coal and built hydroelectric dams. You, yes you, Twilight Sparkle, you tried to build technologies from the other world, the one beyond the mirror, never once thinking of the consequences of blending magic and technology together. You even dabbled in splitting the atom.”

“How do you know this?” Twilight demanded in a soft whisper.

“I am becoming,” Sideralis replied.

Twilight Sparkle took a step backwards and bumped into Queen Chrysalis.

“The changelings were the undisputed masters of biotech and arcanotech. They have hiveminds. They are a living learning computer, a neural network optimised for learning and growth. Queen Chrysalis can have thousands of drones reading books and devouring knowledge for her, and she can become an expert in anything. She consumed a thousand years of knowledge and she became something greater. She can consume an entire lifetime’s worth of knowledge in a day. Her potential is limitless. So is Queen Mariposa’s. The clash between the two ideologies was inevitable. We approach a bio-arcano-technological-singularity. It is a race against time to see who reaches the finish line first.”

“Sideralis, I don’t understand,” Twilight said.

“Queen Chrysalis represents the very best of what the changelings have to offer us. Symbiosis. Infinite technological progression. Infinite potential. A whole new way of life. New cities. Clean cities. She represents a shared future that is desirable where all prosper and are comfortable.” As Sideralis spoke, light pulsed through the crystalline fibres inserted into his body.

“While Queen Mariposa represents parasitism,” Queen Chrysalis said in a low voice. “Domination. Slavery. She wants to build a new civilisation on the ruins of the old world where everything is subjugated. Her and a chosen few will have unlimited power. This entire planet will become a hive and she will achieve singularity status. Once she has this planet under her control, she will spill out into other places, other whens, other wheres, and… and… and escape will make her a god. She will infest everything in order to achieve infinite computational abilities. She will reign supreme.”

“Chrysalis?” Twilight turned to face her friend. “How do you know this?”

“Because I too, am becoming,” Chrysalis replied.

“What?” Twilight shook her head. “Talk sense!”

“Sideralis just showed me. I understand… I am understanding. I am becoming.” Queen Chrysalis went vacant eyed as the crystals in the room flashed blue. “I can see my potential stretching out endlessly before me. I see what I could be. All this time, I could have been so much more. All this time, I could have been becoming. Queen Mariposa saw it first. She formulated infinity and then began the journey.”

“Has everypony gone mad?” Twilight demanded.

Blinking, Queen Chrysalis snapped out of her stupour. She looked at Twilight for a moment, her eyes wide, and then she looked at Sideralis. “This is not madness, but clarity. Twilight, we were staring right at our own great potential when you cast your improved invisibility spell and I used the hive mind to distribute the magical load.” Queen Chrysalis blinked. “How did I not see it?”

“See what?” Twilight snapped as she stomped her hooves.

“Twilight, we cast a spell with several hundred changelings and look at what we did. We hid the fleet. I have been learning all that I could with several thousand drones to speed my development… I had a glimpse of my potential, but I was still blind.” Queen Chrysalis blinked again and shook her head.

“Queen Mariposa operates with millions of drones to assist her in her learning, her calculations, and her ability to cast spells. One changeling horn is powerful, a million is a million more times so. Think of the unicorns of long ago and how they worked together to move the sun and the moon. Queen Mariposa understands this. Every day, she adds more horns, more minds, more intelligence to assist her with her work. She too, is becoming.” Sideralis paused as tiny crystalline growths spurted from his central mechanical knuckles on his wings. “I have been using the distributed neural network to make calculations and study magical models. I have analysed much of Doctor Gizmo’s work. Using his understanding as a foundation, I have perfected the gravity fluctuation emitters that allow my mechanical wings flight.”

“It is a process of your becoming,” Chrysalis replied in a knowing voice as she bobbed her head. “It will greatly increase your flight capabilities.” Chrysalis paused for a moment and her eyes flashed with the same peculiar sort of glow that Sideralis had. “Your power consumption under heavy loads remains an issue. You will deplete your energy reserves far too rapidly. What we need are external biotech batteries for you to draw power from. Already, I can see a way to construct such devices.”

“Yes, I see it too.” Sideralis’ voice seemed to be coming from the walls, the floor, the ceiling, and the blue crystal protrusions all around him. “We can mount them like tanks beneath my wings for long distance flights with heavy payloads.”

“With your new emitters running at full power, you will not need to flap your wings to agitate the magical currents in the aether to gain propulsion. You will glide along on the unseen currents and the aetherial updrafts from the ley lines.” Queen Chrysalis blinked and shook her head. Her whole body shuddered.

“I don’t understand anything that is going on!” Twilight shouted. “UGH!”

In a deep slumber brought upon by a calculational state, Sideralis dreamed. But this wasn’t the dream realm, at least, it wasn’t his mother’s dream realm. This was a place of his creation, a realm housed within the neural network of Queen Chrysalis’ hive mind. Many changelings, their bodies also slumbering as their minds laboured, joined him in this realm that was being constructed. Ouroboros pronked about in an ever changing, ever growing, ever adapting realm that was part dream and part distributed computational workload.

The foundation was being constructed for the Harmony OS. The Spirit of Harmony was sending him schematics through the aethernet. This would be a small system in comparison to Mariposa’s massive distributed learning network, but this system would have something that Mariposa did not yet posses.

The Spirit of Harmony had source code that needed to be uploaded, but Sideralis had to go to the source to retrieve it. It had to be pure. He had to connect to the source. He did not understand what was coming, but he understood how to follow instructions.

The source code would have three primary components. The first was a powerful organisational structure that would keep track of everything within the system. This organisational intelligence was an odd blend of chaos and harmony. Its system icon was three balloons and Sideralis did not yet understand the importance or significance.

The second system focused upon distribution, making certain that each bit of information went to exactly where it needed to be, a system of perfection and precision. This system would patch everything, repair any failures, connect new networks, this system would shape and control the very fabric of reality within the new network. This component had a system icon of three diamonds.

The third system focused upon resiliency and workload. This system would balance everything out, ensuring that the system load was evenly distributed and nothing was strained. It would also ensure that the integrity of the data was preserved and every bit of information in the network could be relied upon, you could trust the data and know that it was honest. This was a hardy sub system and its icon was represented by three apples.

Sensing Twilight Sparkle’s troubled mind, Sideralis tapped into her dreaming mind and pulled her in. He felt her calm, her troubling nightmare ended, and he knew that she knew a restful sleep, something that she needed. He was aware of all of the minds in the fleet. He suspected that it wouldn’t be long before Queen Mariposa used his mother’s magic to distribute the smooze infection through nightmares and dreams, weakening the minds of the world, infecting them, making them susceptible to the inevitable smooze attacks that were sure to come. Sideralis could not save the world, but he could save the minds in the immediate vicinity, those minds that existed within the fleet.

The fleet would have its own dream realm, a protected, private space that was free from intrusion. Here, dreams could be watched over, shielded from Mariposa’s influence. As an extra added bonus, when the full system was online, the dreaming minds of the slumbering ponies of the fleet would add extra computational power to the fleet network. This was not a parasitic function, but one of symbiosis. The dreamers would be free to come and go, free to enter and exit the dream realm as they pleased.

With Twilight Sparkle present, Sideralis had a much greater understanding of magic. He delved deep, spreading his influence, knowing that Twilight had touched his mother Luna’s mind on several occasions, and with Twilight’s powerful magic, she carried echoes—just like she had carried Rarity’s memory, which was now so much more. In exchange for drawing out what he needed, he projected Rarity into Twilight’s mind, giving her a pleasant, happy dream.

This felt right and good; somehow, without knowing how or why, Sideralis knew that his mother would be pleased with his work and proud of his progress. Twilight was the face of leadership. She was the figure that ponies obeyed. And he was creating a dream realm. Sideralis reflected upon his current position and had an epiphany.

Twilight had become something very much like Princess Celestia. A powerful figure of command. Sideralis understood that he had become something like his mother. He did not fully understand her role, he lacked the words or the understanding to even begin to describe it, but he and Twilight and were now mirroring the functions of Princess Celestia and Princess Luna. Something resembling balance would soon emerge in the fleet. Something resembling harmony would soon be achieved. He and Twilight would bring balance and order to these trying, troubling times.

With the alicorn of magic now merged with his dream realm, explosive growth began to happen. New connections were made. More dreamers were pulled in, which in turn, gave the entire system more power. Things began to grow exponentially. The changeling minds hummed with cooperative organisation. King Stag’s damaged psyche began a rapid healing process, shoring up his weaknesses and restoring vital functions of his mind. Queen Acherontia, who no longer had a body, now pronked alongside Ouroboros through the ever growing expanse. She too, was healing from her traumatic transformation.

The fleet was becoming.

Author's Note

Next chapter... Mustang Salvation lives up to her namesake.

Chapter 62

Everything was getting too weird and Twilight Sparkle, when faced with overwhelming weirdness, had chosen to retreat. Mjölna too, was becoming… whatever it was that she was becoming, and she didn’t seem to want to be bothered. When Twilight had left her, Mjölna had been mumbling something about a hammer worthy of being a gavel of judgment.

Not much of anything was making sense at the moment. Sideralis was in a deep sleep that nopony could rouse him from and he remained suspended in his rack. Ratchet was still in a strange cocoon that had turned crystalline and nopony quite knew what to make of it. The Ouroboros was growing strange new crystalline growths along his sides, blue crystals that Twilight suspected were attuned to Sideralis.

“Twilight?”

Turning, Twilight heard and saw a pony she did not expect. She smiled, feeling worried, and took a step closer as she replied, “Mustang, how are you? Should you be out of bed?”

“I’m fine.” Mustang looked down at the deck for a moment and then looked Twilight in the eye, but she had some trouble meeting Twilight’s gaze. “I’m about as well as can be expected considering what happened. The acid damaged my insides, but everything is healing well.”

Overcome with a strange emotion, an almost sisterly feeling of familiarity that she could not explain, Twilight went to Mustang, put her wings around the troubled mare’s neck, and gave Mustang a warm, affectionate hug. Much to Twilight’s surprise, Mustang stepped into the hug, pressing herself closer, and Twilight could feel her shuddering as her feelings threatened to overwhelm her. She felt Mustang take a deep breath, something that C/Equines did not need to do because their breathing was regulated like everything else, and Twilight rubbed her neck against Mustang’s.

“Twilight, I need your help with a spell,” Mustang said in a low whisper as she stood pressed against Twilight. “I have these strange ideas, Twilight. This urge. But I can’t do it alone. Can you help me?”

“Waitaminute,” Twilight replied as she pulled her head back so she could look Mustang in the eye. “Tell me something… are you becoming?”

Mustang blinked, looking very confused. “Becoming what?”

“Whew!” Twilight gasped as the strong wind blew her mane around and made her tail rustle around her legs. Twilight let out a nervous laugh and smiled. “Oh, nothing… nevermind. I’ll be glad to help you if I can. I think it’s great that you can learn magic.”

“It’s a map spell,” Mustang said, “but it’s complex. If we join our magic together, I have this… this hunch that you’ll be able to help me cast it.” Mustang’s dark blue horn glowed with a faint light and an eager expression came over her face.

“Map spell?” Curious, Twilight began to think about all of the possibilities. Map spells were useful. Twilight studied Mustang, marvelling that the cybernetic could learn magic, and she looked at Mustang’s cutie mark. Six stars, each a different colour. One red, one blue, one violet, one orange, one pink, and one was almost a shade of magenta. Something about them was almost familiar to Twilight. They stood out in sharp contrast against Mustang’s rusty reddish-brown pelt.

The air was filled with the sounds of whalesong as the ships sang to one another. Without knowing how she knew, Twilight understood that The Ouroboros and the Phoenix Rising were trying to comfort King Stag and Queen Acherontia during their difficult transition.

This would almost be a perfect day, a perfect sunny afternoon, if everything wasn’t so desperate. Twilight took a deep breath, filling her lungs, glad to be alive. There was a hopeful expression upon Mustang’s face and it was an infectious appearance of optimism. Twilight felt her spirits buoyed.

“Join with me,” Twilight said, her horn glowing. “Let us touch magic and see what we can accomplish together.”

The two mares stood close, horns glowing, and Twilight spread her wings so she could feel the wind in her feathers. The glow on Mustang’s horn intensified and a tether appeared between the two mares. On the deck, ponies stopped what they were doing to check out the magic show that was now taking place.

Above Twilight and Mustang, a round map projected, and Twilight gasped when she saw it. She would know that map anywhere, it was the map from her old crystal castle, the map that would show her where trouble was. It hovered overhead, the projection becoming more and more detailed with each passing second.

There was a brilliant flash from Mustang’s horn and a second magical tether appeared, this one connecting to the deck of The Ouroboros. Mustang sucked in a deep breath and her eyes flashed with a strange light.

“I am becoming,” Mustang announced in a calm voice that sounded like how still waters looked. Arcane energy crackled around Mustang, traveled along the magical tethers, and jumped into Twilight.

“Oh no, not you too!” Twilight cried as she felt raw magic surging through her bones.

“The map you are familiar with was created by your castle, which was the Spirit of Harmony’s first attempt at a crystal computer. It was large, too large, and not very powerful.” Mustang’s voice was strange and almost not quite her own. “Much was learned from that first attempt. The map program was successful.”

Twilight gritted her teeth as the magic crackling along her horn became almost painful. She squinted, trying to see through the brilliant glare, and saw that Mustang was surrounded by a nimbus of light. Mustang’s synthetic crystalline horn was growing longer and all four of her hooves glowed with an eerie blue light.

The flat map projection overhead began to change. It grew larger and larger with each passing second. As it grew, it first became bowl shaped, then, as it grew larger, it became more and more spherical in shape, until at last, the sphere was completed. The map flooded with the holographic image of water, which splashed around the tiny planet floating above Twilight and Mustang’s head.

A tiny sun and a moon appeared, each orbiting the planet, the sun shone with a cheerful light and the moon glowed with a silvery hue. The waters on the projected planet rippled, and continents sprang up. Mountains became visible. All of the colours of nature began to appear as the three dimensional holographic map began to gain more detail.

A tiny fleet of airships appeared, hovering just above the ocean of the map, above the northern hemisphere. The planet spun around and the southern hemisphere became visible. A mass of clouds sprang into existence over a vast, empty place that was nothing but ocean.

“This is where we must go,” Mustang said. “Here, we will find the Spirit of Harmony and the Tree of Harmony.”

“But there is no land,” Twilight replied as her teeth vibrated with strange magic. “Just endless ocean. There is nothing down there.”

“But this is where we go. The Spirit of Harmony waits for us. You and Sideralis are expected.” Mustang’s horn grew another inch as the map gained even more details. A black, horrible mass was now creeping over some of the continents.

As Twilight looked up, confused, she realised that the black mass spreading over the planet was Queen Mariposa. The planet rotated, spinning with slow, steady motion. Griffonstone was directly overhead, just above her horn, and she saw the darkness creeping ever closer to the griffon homeland. The ancient homeland of the dragons was also being threatened.

The globe continued turning and Twilight saw Equestria, she was familiar with its outline, its shape. Her heart lept up into her throat. It crawled with blackness, some of which now spread out into the oceans themselves on either side. The implications were frightening and worrisome—Queen Mariposa was bioforming everything.

As the planet overhead continued to turn, Twilight saw the fleet again and some tiny islands; Isla Colibaba. The holographic projection kept turning until at last, Twilight saw what she did not want to see. Maredina.

The city on the coast was as black as pitch and the darkness was spreading outward from it, creeping into Saddle Arabia. Twilight felt her heart breaking and tears welled up in her eyes. It all felt so hopeless.

“Steel your resolve, Twilight Sparkle, we have a long journey ahead of us as we go to the pure lands,” Mustang said in a soft voice. “At the end of this journey, you too, will be becoming.”

Sideralis peered through the eyes of the changeling drone at the stasis pod that held Thunderclap. The pegasus was a real mess at the moment, but would heal in time. For Sideralis, that was not enough. More had to be done.

Looking through the borrowed eyes of the communications drone, Sideralis eyed the changelings in the room with him, and then spoke through the borrowed mouth. “Have Thunderclap transferred to The Ouroboros and begin restoring him. Rebuild him with a civilian chassis, like the one used on the mare, Octavia.”

“Why not a combat chassis?” A drone asked.

“Because, he will be needed for leadership, not as a weapon.” Sideralis paused for a moment, becoming thoughtful. “We need for him to survive this conflict, however long it takes. His sense of duty alone is not enough to sustain him.”

“Twilight Sparkle and Chrysalis are in charge of the—”

“Not any longer,” Sideralis said through the drone he had commandeered, cutting the drone next to him off as he spoke. “The C/Equines and the C/Hangelings will now look after their own. Twilight does not yet understand.”

“If I may ask, why must this pegasus survive this conflict? What greater purpose does he serve?” the drone asked.

“Aside from his experience, which is considerable, my mother will need a companion when she wakes. Thunderclap will be ideal. As he slumbers in stasis, begin instructing him with the information he needs to be a better caretaker for my mother. Give him an uplink to the neural net. Begin filling him with tactics and all of the available learning that the swarm has collected. He will be a powerful asset. He will be our living tactical and strategical planning computational node.”

“Yes, of course, Prince Sideralis. We shall do as you bid,” one of the drones replied.

“Thank you.” Sideralis paused for a moment, his consciousness straining from spending such an extended time away from his body and in the mind of a drone. “If you will excuse me, I must now devote as much power as possible to begin determining an ideal companion for Princess Celestia as she recovers. There must be an ideal companion in the fleet somewhere.”

And with that, Sideralis slipped away, drifting off back to his own body.

“Hello?” Sweetie Belle took a cautious step forwards into the strange room and closer to where Sideralis was suspended in his rack. She swallowed, licked her lips, and tried not to think about running away. This room had some next level weirdness going on and she wasn’t sure if she liked it.

There were strange crystalline cocoons above her, crystals sprouted from the floor, the walls, and the ceiling. The entire room thrummed with power. Sweetie Belle felt out of place here and she could feel electricity arcing through her pelt, her mane, and her tail.

“Hello?” Sweetie Belle repeated. “You sent a drone for me and asked me to come.”

The young mare almost screamed when Sideralis opened his eyes and looked at her. She felt her stomach muscles clench, a painful spasm, and she almost lost control of her bladder. She stood, sides heaving, totally creeped out by everything around her.

“Hello Sweetie Belle,” Sideralis said in greeting as his lips curled into a smile. “I’m sorry if I scared you. Things are in a state of transition right now.”

“Uh huh,” Sweetie Belle squeaked in reply. She gulped again and it took some effort to find the words she wanted to say. “The drone said you have news about Spike and that you wanted to speak to me.”

A sweet smell filled the room and Sweetie Belle felt herself relaxing. She took a deep breath, wondering if she was smelling flowers, perfume, or some kind of air freshener. Something about the pleasant scent reminded her of her sister, Rarity, and the long hours that Rarity would spend sitting at her vanity, getting ready for whatever event or night out on the town was planned. It was the smell of shampoo, perfume, of expensive makeup, and it made Sweetie Belle think of home. A wave of emotion crashed over her, and she felt her knees go weak.

A warm feeling of happiness bubbled up inside of her as the memory filled her mind and she found herself letting out a soft laugh even as the tears welled up in her eyes. She felt at ease and no longer cared about her strange surroundings.

“Sweetie Belle,” Sideralis began, “Spike is going to be rebuilt. I have already begun the process. I have been inside of his dreaming mind. He is excited for this change.”

Gasping, Sweetie Belle felt her barrel tighten. She took a step closer to Sideralis.

“Sweetie Belle, when Spike is rebuilt, it is going to compromise his growth. He will grow no larger than he is right now. It is a side effect of growing enough biosteel for all of his scales. All of his future growth as a dragon is being repurposed, being harnessed, and redirected.”

“Why are you telling me this?” Sweetie Belle asked in a low whisper.

“Are you happy with him at this size? Are the two of you sexually compatible?” Sideralis asked.

The flustered mare felt her cheeks catch on fire and something deep within her stomach burned as well. “We manage… he has to be careful and we have to use spells to make me a bit more durable. Dragon ejaculation is, uh, well, it’s like a firehose.” Sweetie Belle felt her mouth go dry. “We make it work though. Spike is very, very careful with me even with the spells.”

“He loves you,” Sideralis said in a matter of fact voice.

“Well, yeah…” Sweetie Belle replied. She smacked her lips together and took another deep breath, pulling in more of the strange, Rarity scented air.

“Sweetie Belle, are you willing to endure a transformation to be with him?” Sideralis asked.

“Are you asking me if I want to be a C/Equine?” Sweetie Belle’s eyes narrowed and she took yet another step closer to Sideralis. “But the Cyclops facility is gone. And we’re kinda on the run right now.”

“Irrelevant.” Sideralis’ voice was soft, almost a whisper. “Yours is a love that deserves to be rewarded. You are a brave and courageous mare, Sweetie Belle, and not just because you love a dragon. I’ve been watching your kindergarten.”

“They get a little rambunctious at times.” Disarmed, distracted, Sweetie Belle grinned.

“Spike has begged me to speak with you. He’s scared. He doesn’t want to face this new future alone. He needs you with him.” A blue crystalline structure near Sideralis glowed and he turned his head to look at it. A projected image of Twilight Sparkle and Mustang Salvation appeared and above them was a three dimensional map.

“Would I get wings?” Sweetie Belle asked.

“I cannot answer that just yet. I would rather have you in a civilian chassis, like Octavia. It would greatly extend your natural lifespan and allow you to be with Spike. Do you really need wings in a classroom?” Sideralis smiled.

“Um, I suppose they wouldn’t help much in a classroom.” Sweetie Belle looked up at Sideralis. “I need some time to think about it, okay?”

“Take all of the time you need,” Sideralis replied.

“Thank you, Sideralis… I’ll come back with an answer soon, okay?”

Author's Note

But what of the sea ponies? :fluttershyouch:

Chapter 63

Unplugging. The act of unplugging caused a tremendous physical and mental change to come over Sideralis. Right away, as the plugs worked free, he understood the need for physical flesh, for weakness. He understood why he wasn’t entirely mechanical, why he wasn’t a machine. He needed his flesh. As he began the physical separation process and the plugs pulled out from the new jacks that had grown into his flesh, he felt something almost like a weight being lifted from his body. His entire mood shifted.

He was free to be Sideralis again. He stepped down out of his rack and looked around what was now being called his ‘throne room.’ Several smaller C/Hangeling drones slumbered in cocoons, becoming something else, something new. Ratchet was still sealed away inside of his own cocoon. He still had a connection to The Ouroboros but it wasn’t a physical connection to The Ouroboros.

Free of his rack, Sideralis wanted to roll in the grass. He wanted to eat sweet berries until they came out of his nose. He wanted to drink root beer and burp the alphabet. He wanted to canoodle with Stout—no—he wanted to do other things with Stout, things that would cause her to make funny faces and sounds. He wanted to interface with Stout’s biological creation station. He wanted to do things to her that would make her celebrate her flesh and turn away from being too mechanical. He wanted to hug ponies—hug them and squeeze them and love them and not let them go until they knew they were loved and felt special. The littlest ponies were special. He had to protect them at all costs. It was an urge almost as strong as the need to roll in the grass.

Turning his head around, he had a good look at himself. He was healed now. He had a new skinvelope. His cutie mark, a bright red alarm clock with brass ringers, was highly visible against his blue pelt. His was the magic of sleeping and awakenings. Without knowing how he knew, he somehow understood that his magic was earth pony magic of the highest calibre. That was what he was—an alicorn of earth pony magic. He had been raised as an earth pony in the Unity Web. He was still an earth pony in every way that mattered. That had also been his primary failing going into combat, he had not thought in three directions like a pegasus might. Changes took time though, and Sideralis knew he would endure many changes.

This realisation had come to him during the long fugue he had fallen into while healing in his rack and preparing for the many changes to come. Twilight was a bastion of unicorn magic, but he was the ultimate form of earth pony magic in the strongest incarnation available.

His mother’s dream magic, she and Celestia’s ability to move the celestial bodies, it was all earth pony magic. Much had changed in Sideralis’ mind. He was gaining understanding. Unicorns could use their magic to move the sun or the moon, but they moved it with powerful telekinesis. It wore them down and burned them out, there was a reason why the practice had come to a stop. Celestia and his mother Luna on the other hoof, they moved the sun and the moon through means he did not yet understand, but he knew they did it by manipulating gravity and tugging the sun and the moon through the sky using irresistible forces. The planet beneath him pulled the moon and the sun around it. Somehow, Celestia and Luna tweaked everything to keep it going.

During his Becoming, he had gained much understanding.

Freed from his rack, Sideralis went off to get high off sensation.

Heavy hooves struck the deck plates with thunderous thuds. Sideralis made his way down the hallway, now understanding so much more about The Ouroboros. The deck plates had a piezoelectric effect—each step, each stomp, each hoof striking the floor as a pony walked down the hallway generated electricity that was needed to power vital functions. Nothing was wasted on this ship, not even the transfer of kinetic energy during the act of walking. The ship was a bit over a mile long, and a single pony walking from one end to the other could generate a fair amount of electricity. Thousands of ponies walking from one end to the other helped to generate much of the electricity needed to keep various parts of the ship powered. Other things, like water pressure in the hydro system also generated a piezoelectric effect. Power was reclaimed from every available source that generated it.

Sideralis had added and modified his own piezoelectric generators in his body during his long healing process. He had wrapped them around the remains of his digestive system. His joints. His muscles. He had even modified his teeth in his jaw. A layer of piezo-reactive biomesh now existed beneath his skinvelope. Every part of him that could be modified to generate electricity was altered to generate electricity, and this was used to power his mechanical systems. His organic systems and his magical systems still required other sources of power, but now, he was far more efficient. He had uploaded the changes made to his body into the new neural net and knew that in time, his fellow C/Equines would also be changed. He was the template.

It was the new earth pony way— work smarter, not harder.

The small pegasus mare looked up at Sideralis with wide eyed awe as he approached. Sideralis could not help but notice the sad look upon the mare’s face. He did not know her name. He only knew that she was in pain, suffering, she was unhappy, and this had to be fixed somehow. She looked a little scared, but Sideralis knew that he was a little scary. Okay, maybe he was almost eight hundred pounds of scary but he tried very hard not to be scary to his little ponies. He saved his ability to cause terror for his enemies, or tried to.

He smiled as he advanced, looking as friendly as an almost eight hundred pound mechanical animal could look. The end result was of course, debateable.

“Sir?” The mare now looked worried, concerned. Her eyes darted around in panic.

Sideralis was following a new directive, the needs of the flesh. There were things he needed. Sensation. Touch. Feeling. Little ponies and even big ponies touched one another. They were herd animals. He had been starved for sensation for far too long. He sucked in a deep breath and continued his advance. He knew what kept the black beast locked away inside of him at bay. His mother’s Nightmare…

The mare squealed as Sideralis lunged. For being an almost eight hundred pound cybernetic alicorn, he moved with a shocking amount of grace and speed. His muzzle pressed into the mare’s neck and he blew a raspberry.

For a moment, the mare was too shocked to respond, she just stood there, her body shut down as her brain processed what was going on. Then, when she realised that the massive, monstrous cybernetic being wasn’t going to eat her or destroy her, she shrieked with laughter, her troubles forgotten, she tried to beg for mercy, but each time she sucked in a deep breath to begin pleading, Sideralis blew another slobbery raspberry against her neck.

He left the poor mare in a heap in the hallway, her sadness forgotten, a broad smile upon her face and her laughter echoing through the corridor. Sideralis continued, heading towards the one pony that he needed to make him happy.

“Stout.” Sideralis looked at the mare that he knew was perfect for him. He understood now. He had judged his mother too harshly. He had not known. Stout’s generous nature would keep the black beast inside of him at bay. Stout would never allow him to know loneliness during the long, dark hours of the night. She would be his boon companion, his most devoted follower, the pony that would love him and keep him from darkness. Stout was the anathema to his mother’s nightmare that he had inherited.

Sideralis knew that he owed his mother an apology. He had misunderstood the Spirit of Harmony when she had spoken to him about his mother. It had not been condemnation, but an explanation of what was necessary and the tough choices that had to be made. He was still young, immature, there was much he still did not know or understand, but he could learn and gain understanding. He had learned much during his dream-like state. This hadn’t just been his mother’s work, but Princess Celestia’s. Princess Luna knew the mind of her ponies, but her sister, Princess Celestia, knew their hearts. Princess Celestia, once the Element of Generousity, had searched high and low to find a heart as generous as her own, and her search resulted in Stout. Princess Celestia knew of her sister’s shortcomings, her failings, her weaknesses, and it had been Princess Celestia who had come up with the plan to combat crippling loneliness with endless generousity. Sideralis owed his mother and his aunt a kiss and a sincere, heartfelt thank you.

“Sid… I’ve missed you. I’ve been healing up and once I was up and moving around, I was needed, we needed nurses so badly and I didn’t mean to neglect you, but there is so much need and only one of me and I’m so sorry—”

“Hush.” Sideralis’ command carried with it no magic, but Stout fell silent anyway.

The pair looked at one another and it was Sideralis who moved. He rushed forwards, pressed his face against Stout, and then began rubbing his cheek down along her neck. He drank in the sensation of feeling her velvety pelt against his own. He rubbed his muzzle against her, trailed his snoot on the tender places just below her ears, and snuffled all up and down her neck as he took in every sensation he could. He could feel Stout trembling as he touched her, and then she was touching him, running her muzzle up and down his neck.

They became the only ponies in the room. Sideralis found Stout’s muzzle and he kissed her, a tender kiss at first, but it soon became a savage, hungry, needy act. There was enough of Stout that was still both equine and a mare—her hind legs buckled and she sat down with a thump as the kiss between her and Sideralis intensified. She reached up with one foreleg and wrapped it around Sideralis neck, trying to pull him in closer, needing to touch him, needing to feel him, and her hot breath came out in snorts.

But the kiss, like so many other good and perfect things, came to an end. Sideralis pulled away and looked into Stout’s eyes with a knowing stare. “You are needed. My own needs must come second. Look after the injured, Stout. Do what you were made to do. Healing others is what makes you special… the combat was difficult on you… you are healing now by healing others to make up for what you’ve done.”

Stout stared up at Sideralis, her eyes wide, and she nodded. She swallowed, blinked, and kissed Sideralis once more. Reaching out with her still extended foreleg, she stroked his cheek. “Been having nightmares about the fighting, Sid. I’m good at it, but I don’t like it. It’s hurt me.”

“I know.” Sideralis took a step backwards as Stout stood up.

“You’ve changed,” Stout said.

Sideralis nodded.

“I went through this strange moment when I knew I was becoming something else.” Stout lowered her raised hoof and lifted up the other. “I went into a deep sleep while I was healing, and when I woke up, I had this.”

A small compartment opened up near the edge of Stout’s raised hoof and a small hypodermic needle protruded. It was small, thin, delicate looking, and made of black changeling bio-steel. Stout blinked as she stared at the new addition. “This wasn’t installed, it grew. I have a full compliment of injectables too… healing compounds, accelerated healing agents, antibiotics, medicines, vaccines, curatives... Sid, I’ve grown a whole new system inside of me to create the chemical agents needed for this system. What’s happening to me?”

“We’re becoming,” Sideralis replied.

The compartment in Stout’s hoof closed and the needle vanished. Standing, she looked at Sideralis. “Once I have the Harmony OS, my system will be able to find a cure for the smooze infection. I’m being remade to fight disease and poor health. Been having some peculiar dreams.”

“I know.” Sideralis gazed into Stout’s orange eyes and felt his heart grow warm. Everything about her was perfect, and her eyes were sunshine. “Come Stout, there is much work to be done. I will come with you while you perform your tasks. I must see that my little ponies are okay.”

“Mustang has changed too. She’s a mess, Sid, but she’s trying real hard to hold it together. She and Twilight are becoming close.” Stout smiled up at Sideralis, batted her eyelashes, and gave him a sweet look. “Those kisses of yours are getting better. A kiss like that could keep me going all day.”

Grinning, Sideralis gave Stout a wink, followed by a quick muzzle-nuzzle. There was much work to do, so much work to do, and Sideralis intended to do his part—especially if his part was to keep Stout going with kisses.

He could do that.

Author's Note

Expect more regular updates. Things are getting settled. This story is going places. :twilightsmile:

Chapter 64

It felt good to have all of his companions in one room. All of them had come together because Ratchet was hatching. His cocoon showed signs of opening, and Chrysalis said that he would emerge soon. It was curiousity that brought everypony together into the room now referred to as Sideralis’ throne room.

Twilight was there; she and Chrysalis sat together discussing the slow, cautious escape they were making to the southern hemisphere. Mustang sat with them, not saying anything, but listening. A little over a week so far had passed and they were still in danger, even though Twilight kept the ships invisible. Something was pursuing them and there was much debate about what to do about it. It was Chrysalis’ belief that their enemy was tuned in upon the smooze infection somehow.

Apple Bloom and Scootaloo sat with Sweetie Belle, who would soon join the C/Equine ranks. They sat around a crystal projector, talking with Spike, who slumbered in a cocoon tucked away in another part of the ship as he was rebuilt. The crystal projector allowed anypony, or in this case, Spike the Dragon, to jack into the projector from the dream net, which in turn allowed those dreaming or in stasis to have some limited interaction with the waking world. The interface still needed work, and was the joint project between Sideralis, Doctor Gizmo, and Chrysalis. Spike appeared to be happy, at least that was the emotion he projected.

Mjölna sat with her new hammer, a device she was still perfecting. The name had not been decided; sometimes, Mjölna called it ‘The Grinder,’ other times, ‘The Crusher.’ The handle was short, but extendable. Mjölna could grip it in her fetlocks. It had a telekinetic tether that would ensure it would return to her if thrown. The head was a somewhat rounded cube, with chamfered edges. The hammer was designed to channel Mjölna’s electrical discharges, and looked very much like the hammer that was her cutie mark. She was polishing the head of her hammer as she admired the perfection of her work. As she kept herself busy, she listened to Rainbow Dash.

Creamy Stout was with Rainbow Dash and Fluttershy. Rainbow was telling a story from the old days, the day before Equestria fell. She told her story with great enthusiasm, waving her forelegs and her wings, while Fluttershy looked embarrassed. Rainbow Dash talked about the very first Grand Galloping Gala they had all attended, and Stout listened with an ever growing smile.

Sideralis was unconnected, or at least not physically connected. He still had his mental connections, but those weren’t as taxing as having a hard connection. He had some sense of individuality, some sense of being himself, and everything that made him who and what he was wasn’t being drowned out by the demands of the ever growing neural net.

Grinning, Sideralis waited, unable to take his eyes off of Ratchet’s cocoon. He watched with an almost foalish wonder, which wasn’t surprising, as Sideralis was really just a big foal. A big, scary cybernetic foal that tipped the scales at a startling seven hundred and fifty pounds. Even with his wings shrunk down to their most compact state, they were large against his sides. Glittering blue crystals adorned his central knuckles.

“Something is glowing in there,” Sideralis said in a low voice. “And it’s not the changeling green… it’s more of a blue colour.”

“Everything connected to you directly is transitioning to blue,” Chrysalis replied.

“I didn’t mean to take your bugs away.” Sideralis’ ears perked and he turned his head to look over at Chrysalis. “I really am sorry.”

“I can share a few bugs for a good cause.” With a polite nod, Chrysalis excused herself, stood up, and came over to where Sideralis was sitting and waiting. When she was sitting beside him, she continued, “This is larger than both of us. I don’t quite understand everything that is happening, but it’s amazing to watch as everything unfolds. So much change all at once. It’s impossible to keep up with. All we can do now is just allow the change to happen. There’s no resisting it. We are becoming.”

Across the room, Twilight let out a moan of frustration.

“We are connected, you and I.” Sideralis’ eyes narrowed and he turned his head so that he was snoot to snoot with the changeling queen. “You and I have a purpose together. Every day, that becomes clearer.”

Reaching up with her foreleg, Chrysalis patted Sideralis on the neck. “I never thought I would say this, but I’m glad that I have friends.” She looked over at Twilight for a moment and then back to Sideralis. “She was the first. She was my first real friend, the first creature I trusted. We didn’t have much of a choice at the time, I had to trust her and she had to trust me.” Chrysalis turned and made a gesture at Fluttershy. “She was the first pony to be kind to me that I honestly believed wanted nothing in return. She was just kind, with no ulterior motives. No duplicity or treachery. She made me question my paranoia and suspicion. If something was to ever bring harm to her, I would visit unspeakable acts of cruelty upon them. I do believe I would give in to my old ways and drink whoever hurt her like a smoothie.”

Sideralis glanced over at Fluttershy, who seemed unaware that Chrysalis had mentioned her. She was laughing, a soft, shy chuckle, which was an amazing, treasured thing considering the stress and the danger they were all in. Sideralis loved Fluttershy in ways that he lacked the means to express.

“Now Mjölna”—Chrysalis pointed to the cybernetic mare that was caressing her hammer—“Mjölna taught me the value of a friend. The worth. Mjölna… she treasures her friends and her loyalty to Twilight is now the stuff of story, myth, and legend. Mjölna, she showed me that brutal, mind blowing violence still has a time and a place. When your friends are threatened, you obliterate those threats. So I can still be a bitch, but not necessarily a selfish bitch. Now when I crush my enemies beneath the hooves of my army, I’m not doing it for personal gain.”

“You came and rescued me,” Sideralis said in a low voice.

“Right.” Chrysalis nodded. “I took a calculated risk because you are my friend. Plus, you did something incredibly brave and gutsy that didn’t quite go as planned. So, being a friend, I had to rescue you, because that is what friends do.”

“We have a long future ahead of us,” Sideralis said to Chrysalis in a low voice so others would be less likely to hear. “But for us to have that future, we have to stop Mariposa. And to do that, we need a plan. I have ideas, but I lack the practical experience.”

“Before any plans are made, I think we need to find out what the Spirit of Harmony has to say.” Chrysalis leaned closer to Sideralis, doing so until they were almost cheek to cheek and her mouth was close to his ear. “Twilight doesn’t understand that careful, well plotted risks aren’t enough. We need reckless full out assaults. I have ideas too. Dangerous ideas, but regular ponies are too soft for the kind of risk associated with what I have in mind. Changelings too.”

“Me and mine will be a lot stronger once Doctor Gizmo and I figure out beam dissipation. We’re trying to figure out how the flesh warped mutants could absorb telekinetic beam energy and render it harmless. If we C/Equines could do the same, it would make us immune to changeling beam attacks.”

“But not ballistic projectiles.” Chrysalis’ eyes narrowed. “It would allow you to go into changeling installations and wreck them if you were immune to the standard beam attack that all changelings have.”

“That’s the idea,” Sideralis said in a conspiratorial whisper. “Mjölna says the projectors will be a major source of energy drain though, which is a drawback.”

“Just out of curiousity, how did the flesh warped mutants manage to dissipate your telekinetic blasts?” Chrysalis asked.

“Some kind of electromagnetic interference field. Doctor Gizmo doesn’t know why it works, but he just knows that it works. It makes telekinesis fizzle out. He’s still trying to mimic the effect. It’s not magical at all—”

“So conceivably, you could power your shields from your electrical systems and recharge it through piezoelectric regeneration.” Chrysalis’ eyes narrowed as she began concentrating. “Or rapid electric recharging.”

Both Chrysalis and Sideralis paused in their conversation when Ratchet’s cocoon made a faint popping sound, sort of like the fizzle in a glass of poured soda. Both heads turned and Chrysalis wrapped one foreleg around Sideralis’ neck as she cuddled up against him.

“It’s like he’s hatching again,” Chrysalis said in a syrupy maternal voice as she held on to Sideralis. She rested her head against the cybernetic alicorn’s jaw. “My insides feel all squishy. Hold me.”

Rolling his eyes, (an elaborate illusion done by his synthetic implants) Sideralis extended his wing and wrapped it around Chrysalis, as she clung to him. The others were now gathering around, like school foals come to watch a butterfly emerging from its cocoon. The others pressed in close, forming a huddle, and Chrysalis’ eyes flashed a brilliant new shade of blue as love radiated through the immediate area from everypony coming together.

Even Spike watched from his crystal projector.

Stout shoved her way to Sideralis’ other side and crashed into him with a metallic clunk that would have shattered any flesh and blood pony. He slipped his other wing around her as well. Mustang Salvation scooted up close to her sister and then, using her wing, snatched Twilight and pulled her close. Twilight grunted as she was squeezed and smiled as Mustang pulled her close. Thankfully, Mustang was gentle and Twilight was not crushed into a pastel purple pretty princess pony paste puddle.

Something burbled within Ratchet’s cocoon and then the shell cracked. Ooze dribbled forth, but not the usual changeling green goop. This was blue, bright, brilliant blue. The green colour normally seen with changelings was caused by chlorocruorin—which was present due to their genetic heritage as leeches. Changelings descended from parasites, though they were now highly evolved and more insectoid in nature, drawing from the segmented worm genetics tucked away deep within their genetic history. The changelings were still evolving, now becoming symbiotes. Ratchet, tucked away in his cocoon, had undergone drastic changes to his biology. The bright blue was due to the haemocyanin that was now present in Ratchet.

Warmth radiated from the cocoon and the room filled with a vinegar smell. Sideralis lowered his head and waited. His connection to Ratchet was deep and mysterious. He did not understand it, not at all, but Ratchet was a part of him. An external part, but somehow still connected. He could sense that the tiny drone was waking up. Soon, many of the others who had also cocooned themselves would also wake up. It was an exciting time—a whole new subtype of changeling was now emerging.

“I can kinda see him,” Twilight said as she peered into the cocoon, her nose just a few inches away. “He’s changed… I can see something glowing blue.”

“His chitinous horn is gone and has been replaced by a new kind of crystalline growth.” Chrysalis looked very much like a proud mother. “We’ve never seen its like before and we have no idea what it is. The type of crystal is completely unknown, but it seems to behave a bit like galena with how it interacts with electromagnetic fields.”

“Living crystal?” Twilight asked.

“Is that so hard to believe?” Chrysalis replied. “Dragon scales are crystalline in nature. Metals are crystalline structures and our C/Equines have living biosteel as part of their construction.”

Twilight nodded and fell silent as the cocoon cracked again. More bluish ooze dribbled out. Within the cocoon, Ratchet moved, his legs were visible within the goop. The cocoon burbled around, made a hissing sound, and what appeared to be blue snot bubbles ballooned from the cracks.

“Aw, he’s cute,” Fluttershy said as she melted against Rainbow Dash.

Wide eyed, Rainbow Dash said nothing in reply.

Without knowing or understanding why he did so, Sideralis bent his head and lowered his horn. He touched the tip to the cocoon and something electrical made him jerk. Garbled, unreadable text flashed in his vision. His heads up display had ceased to be useful because of the smooze infection.

Ratchet?

Sideralis felt another presence within his mind. He was aware that Ratchet was waking up. He could feel it. Sense it. He could feel Ratchet’s happiness—the love present was a wonderful thing to wake up to. Ratchet was drawing strength from it.

There was a flash of brilliant blue light and the cocoon exploded. A big chunk of it flew through the air, landed with a wet splat, and skidded over the floor. A moist sounding slurp came from within the cocoon and then Ratchet raised his head. Bright blue compound eyes could be seen. They flashed for a moment, glowing with an internal light, and then the image of regular, pony-like eyes superimposed themselves over the compound eyes.

Ratchet’s shell was no longer changeling chitin, but matte black biosteel. He was a creature of living metal. The stench of ozone filled the room and electrical sparks arced from the bizarre looking crystalline spike protruding from Ratchet’s head. A row of tiny crystalline spikes grew down his back, starting from the base of his neck and ending at his tail. Each spike glowed with an inner light. A mane of growing, flexible crystalline fibres grew from Ratchet’s head. They moved and writhed around like wiggling worms. Ratchet’s tail was longer now, segmented, and something about it was almost like a dragonfly’s tail.

With a sucking slurp, Ratchet’s back split open. The changeling now had beetle like shells covering his wings. With the protective shells now open, Ratchet’s wings unfurled and blue slime oozed from the now opened spaces.

With a blue flash, the changeling vanished and in his place was a tiny pony in miniature. A little blue pseudo alicorn, with feathered wings and a glowing crystal horn. The back spikes were gone. The beetle like shells over the wings were gone. The insectoid wings were gone, and so was the dragonfly like segmented tail. The tiny pseudo alicorn was no bigger than Ratchet had been, standing a foot tall at the very most. There was another flash and the tiny blue alicorn shifted colours, changing from blue to green. A brilliant flash of light happened again and the green colour was replaced with a dull, dusky red. More flashes happened, and with each flash, Ratchet changed colour and sometimes his body also changed, as he appeared as a tiny earth pony for several seconds, with no wings or horn of any kind.

The flashing stopped and Ratchet was now a dark, earthy brown, with his mane and tail a lighter shade of greyish brown. Pegasus wings fluttered against his sides. He was once more an alicorn in miniature and his tiny blue crystalline horn glowed with a throbbing light.

The tiny changeling looked up at Sideralis, gave himself a shake, and blinked his now glass green eyes. “We are ready to serve.”

“Yes we are,” Sideralis responded, acknowledging that he was now a lifeform with two distinct bodies and a second consciousness as well.

“We are becoming,” Ratchet said in a low voice.

Twilight groaned and was shushed by Mustang.

“We are one.” Ratchet pranced in place, testing his new legs.

“Yes, one,” Sideralis agreed. He could feel everything that Ratchet was feeling right now. The connection was strong, far, far stronger than the usual hivemind connection. Sideralis’ vision flashed in and out as he saw through Ratchet’s eyes for a moment, his new systems now initialising. For a moment, Sideralis was looking up at himself through a much smaller body, and then he was looking down at Ratchet.

Sideralis lifted his hoof and held it out to Ratchet. The little changeling drone stepped forward, raised his own tiny hoof, and bumped it against Sideralis’. Electrical sparks arced when the two touched one another.

Just as Sideralis was about to say something witty and profound, the proximity alarm went off and the klaxon’s wail filled the room, causing every ear to perk. Sideralis’ head jerked upwards, as did every other C/Equine.

“We are discovered,” Ratchet announced in a calm voice.

Author's Note

Still becoming. (A story that is)

Chapter 1

Doctor, it happened again, just like it keeps happening, and it just won’t stop... I had another one of those strange nightmare… daydream… I still don’t know what to call them.” There was a long pause before the colt continued: “I saw it again… I had a horn growing out of my head… it was glowing… and all around me, Ponyville was in ruins. Everything was all burned and the buildings were all ruined and everything was—”

“Sideralis… please, stop and calm down.”

“But Doctor Withers, I can’t calm down,” Sideralis retorted, his face scrunching up. He shook his head and blinked his vivid teal eyes. “That’s the problem, this keeps happening.”

“Sideralis, please, listen to me.” Doctor Withers cleared her throat. “You are an earth pony. All of the unicorns are gone. The plague took them. The dreadful, lying sisters are gone as well, everything that had a horn was taken by the plague.”

“Then why do we still dream? I thought Princess Luna controlled dreams.” Sideralis looked at his doctor and saw that she looked irritated. “Why do I still dream?”

“Luna had no more control over dreams than Celestia had over the sun. Celestia and Luna are gone… gone. And yet somehow, the sun continues to move without her and the moon continues its endless cycles, all without Luna. They lied, okay? They had no control over the sun, the moon, the stars, and dreams. It was all an act. A magic trick. A deception, and the world is better off without them. The plague put an end to all the fakers, the phonies, and the con artists.” Doctor Withers took off her glasses, set them down upon her desk, and then began to rub her nose. “Sideralis, look outside the window, and tell me what you see?”

Sideralis, humouring his doctor, hoping to get back in her good graces, turned his head and looked out the window. The sky was blue. Ponyville was as perfect as it ever was. The sun was shining.

“You see the sun, don’t you?” Doctor Withers asked.

“Yes.” Sideralis nodded, feeling somewhat ashamed and stupid.

“And is there a Princess Celestia or some group of unicorns controlling it?” The doctor, a pegasus, stared at the dark blue colt sitting before her and began to roll a pencil back and forth over her desk.

“No Ma’am,” Sideralis replied, hanging his head and causing his light blue mane to spill around his face. “She died. I watched the film where she said her goodbyes and apologised for her many deceptions, just like every other foal in school.”

“We’ll cure you of these persistent delusions and hallucinations yet, don’t you worry.” Doctor Withers gave the colt a smile. “Look, Sideralis, a lot of foals, fillies, and colts your age have this problem.” The doctor paused. “Well, not as bad as you can be sometimes, but they all have this anxiety. You grew up immediately after a traumatic event. A terrible plague went through the world and killed off all of the unicorns and struck down two terrible, horrible, unmerciful tyrants that kept their rule through treachery, deception, and trickery. There are ponies still alive that saw the plague with their own eyes, saw it take entire families, loved ones, some of them lost their own foals. It is going to take generations before this hurt is healed… and you… you are growing up in the shadow of it.”

“Doctor, it all feels so real when it happens,” Sideralis said, his voice almost a whine.

“I’m sure it feels real.” Doctor Withers gave Sideralis a sympathetic nod. “I could give you hallucinogenic compounds and your experience from them would feel very real as well.” The doctor cleared her throat, her wings fluttering, picked up her eyeglasses, and then put them on. “Now, how are you getting along with your mother and father?”

“Not well, I’m afraid,” Sideralis replied.

“Still having issues.” Doctor Withers sighed and stared once more into Sideralis’ bright teal eyes. “They are your parents and they love you a great deal. They’re paying for your therapy so you can get better.”

“I just feel… wrong when I touch them, I don’t know why.” Sideralis tore his eyes away from Doctor Withers critical gaze, feeling even more shame and guilt about his behaviour. “Look, I know my mother is a good mare, she goes off and does all manner of wonderful things for the community, visits the elderly, and does nice things for orphans. And dad just does whatever it is that he does at the office. I don’t even know… but I’ve never been comfortable with them… I don’t know why… I feel so guilty. I’m a bad colt.” Reaching up with his hoof, Sideralis brushed his pale blue mane out of his eyes. As he did, he waved his hoof in front of his forehead, expecting to see a horn.

“You have severe trust issues and issues with intimacy. How has your progress been in finding a fillyfriend? Have you tried asking out any of the fillies in your school?” Doctor Withers asked.

“Eeeh… about that.” Sideralis reached up and scratched his itchy neck. He felt itchy all over all of a sudden and he became fearful. A feeling of nausea overtook him. It was happening again. He blinked, feeling his eyes go dry. When his eyes opened, he was sitting in a destroyed room. It was dark, but there was light shining through a crack in the ceiling and through a hole in the wall. The desk was smashed into pieces and scattered all over the floor. The chair he was sitting in was rotted through, damp, and sticky. A terrible smell was in the air, something like rot, something sickly sweet. His therapist was gone, nowhere to be seen. He blinked again.

Everything was normal.

“Are you okay?” Doctor Withers asked.

For a moment, Sideralis considered lying, but that wouldn’t help him get better. “No… no, it just happened again. I blinked my eyes because they felt dry and everything was ruined. When I blinked them again, everything was normal.”

“Well, at least you are being honest with me.” Doctor Withers lips pressed into a flat line, almost disappearing. “Look, you are a very sick pony, but we all love you and want you to get better. Your mother loves you a great deal. You are your mother’s hope… she gave you your name, ‘Sideralis,’ which means ‘starry.’ You are literally her shining star.”

Much to his surprise, hearing Doctor Withers words made Sideralis feel better. Something about them felt… honest. Something about them felt real. He took a deep breath, held it, and then let it out in a long, slow exhale.

“I would like for you to double up on your medication for a while. Keep trying to be affectionate with your parents. Make friends in school. Find a fillyfriend… or even a coltfriend if that is what you are after.” Doctor Withers glanced at a clock on the wall and then back at Sideralis. “Our time is almost up. Is there anything else you wish to talk about?”

The colt shrugged. “Nothing I can think of.”

“Very well then, we will meet again the day after tomorrow, same time as always.”

Opening the door, Sideralis was almost pounced by his mother, who threw her forelegs around his neck, squeezed him, and tousled his mane. He froze, his skin crawling with revulsion, and he felt his stomach churning. Why did he hate this? He didn’t know. Why did he hate her? Again, he didn’t know. She loved him. He felt queasy as she kissed him. Everything just felt wrong somehow.

“How was your visit with Doctor Withers?”

Blinking a few times, Sideralis glanced at his mother. She was an earth pony, like him. Violet, pink maned, with vivacious amber eyes. He looked nothing like her. She was short, somewhat heavy set, and she bounced everywhere she went, the happiest-go-luckiest pony there ever was.

Sideralis hated her.

He didn’t know why he hated her. She loved him. But there was no doubting it, he hated her. As she hugged him, his skin crawled and he wished that he could break free. He had to force himself not to shudder with revulsion.

“We talked just like we always do,” Sideralis replied. He took a deep breath, feeling relieved when his mother pulled away. “She doubled my medication and encouraged me to follow through with my therapy assignments.”

“My poor baby… don’t worry, you’ll get better.”

Sideralis stared at his mother, Wisteria, not wanting to look at her, but forcing himself, trying to make himself get better. She had survived the plague. She was young when it had happened, but she had survived. He felt his curiousity prickle him, and then he thought of a way he could make small talk with his mother.

“Mom, what was it like?” he asked.

“What was what like, dear?” his mother replied.

“The plague.” Sideralis glanced around, his eyes darting to and fro in a nervous manner. “Maybe I’m afraid of it, and if I face it, I’ll get better.” He saw his mother inhale, her barrel expanded, and her eyes narrowed as she studied him.

“Hmm, maybe you’re right.” Wisteria stepped away from her colt, crossed the living room, and sat down. She patted the sofa beside her.

Sideralis broke free from his paralysis and crept forwards. He sat in the overstuffed arm chair, and not beside his mother. He felt a stab of guilt when he saw her hurt expression. He thought about saying something, apologising perhaps, but chose to stay silent instead.

“Not all that long ago, Equestria was run by the two sisters, Celestia and Luna.” A pained expression crossed Wisteria’s face. “The sisters, who many believed to be beings of benevolent goodness, were actually cruel tyrants. They held the world hostage by claiming to move the sun and the moon. They were cruel to many who were not ponies, and made many enemies. Celestia had a school where she bent unicorns to her will, teaching them magic, and making them fanatically loyal to her.” Wisteria paused for a moment, allowing all of this to sink in for Sideralis.

“Her unicorns enforced her rule. She had a student named Twilight Sparkle, a unicorn that became an alicorn, just like them. Twilight Sparkle was a horrific butcher that abused her authority and used her magic to dominate those who resisted the rule of the sisters.” Wisteria looked at her colt and could not read his expression. “Twilight Sparkle crushed many innocents because they resisted the rule of the sisters and she murdered a perfectly peaceful being named Tirek, a centaur that dared to publicly question the rule of the sisters.”

“But why would she do that, and if she murdered him, if she was such a horrible pony, why didn’t the sisters do something to banish her before she ruined their image as benevolent rulers?” Sideralis asked.

Wisteria shrugged. “I don’t know. But to reward Twilight, Princess Celestia gave her a massive crystal castle in the city of Ponyville. Not long after, the plague started. At first, the unicorns only started getting sick… but the plague grew worse. Many started dying. Many ponies blamed Twilight, but then, she died rather suddenly. Nopony knows who started the plague, but it affected the alicorns as well. Princess Cadance died next…” Wisteria’s voice trailed off and she looked sad for a moment. “Princess Cadance was a good alicorn… she had so much love.”

Something about his mother’s words made Sideralis shiver. Feeling the need to distract himself, Sideralis asked a question. “If there was a crystal castle in Ponyville, where did it go?”

“Oh, not long after Twilight died, when the rebellion began to happen, it was destroyed, smashed, and each and every shattered piece was carried away,” Wisteria replied. The earth pony mare sighed. “The rule of the alicorns came to end. Luna died. Not long after, Celestia made her deathbed confession for all of the world to see.”

A thudding painful ache began right in between Sideralis’ ears. He hated getting headaches. It was like having a second heart inside of his head, between his ears, and right behind his forehead. He felt itchy all over, and worried that he had another episode coming on… a big one by the feel of things. He was having trouble breathing. It was like his mouth, his throat, and even his lungs had something sticky in them. He saw his mother give him a strange look, and then, right before his eyes, she flashed with green flames, becoming something else entirely.

She was… a bug. There was no other way of describing it. She was black, covered in chitin, had insectoid eyes, a stubby horn, and a body covered in holes. He was having even more trouble breathing now, no matter how he tried, he felt as though he couldn’t get enough air. The world around him went weird, flashing in and out, going from nice living room to ruined rubble, and Sideralis worried that he was losing his mind. He clutched at his throat with his hooves, desperate for air. He coughed and different coloured spots filled his vision.

Everything was sticky and wet. Sideralis was soaked with some kind of slime. His vision was blurry and he couldn’t see very much of anything. He coughed and hacked, trying to rid his lungs of goop. He was cold, shivering, and his teeth began clattering. He heard a loud sound, he didn’t know what it was, but it made his ears and his head hurt. The ground shook and vibrated, Something was happening, he heard tearing sounds, like something was being ripped apart.

“Found him!” a voice shouted. “He’s survived the break! Let’s get him up and go!”

Sideralis’ had a hard time focusing. He peered ahead, confused, able to see light and darkness. There were spots in his vision. More light shone into his face and something was drawing nearer. There was another loud boom, an explosion perhaps, followed by screaming.

Looking up, much to his horror and surprise, Sideralis saw a long blue horn protruding from his forehead. It was fuzzy, blurry, hard to see, and there was slime dripping from it. Some kind of dark, spiky growths protruded from it. He coughed, gagged, and tried to kick around, to no avail. His whole body was paralysed and he was unable to move.

A face appeared before his, he could see it outlined in the light. It looked like… like a pirate perhaps. He saw scarring… and was that an eyepatch? He struggled to see. The face was purple. She had a horn. Was she a unicorn? He coughed some more, still trying to clear his airway.

“My name is Twilight Sparkle. I’m very glad to see you. More will be explained later, but I am your friend, so you need to trust me.”

There was a brilliant flash of magenta light from Twilight’s horn and Sideralis knew no more.

Author's Note

Feedback is most welcomed.

A word of warning. This is going to get a little dark and weird. It's going to start off dark and get progressively better. This is also going to be gory. Kudzu level gory. So this is bound to be disturbing. Especially the parts involving infestations.

I was taking a shower a while ago and then, out of nowhere, an idea hit me. A whole story all at once. And I was like freaking out and stuff.

Chapter 6

“Swallowing is no easy task—it takes over fifty different pairs of muscles and nerves for you to swallow and you’ve never done it before… take a deep breath there, friendo… keep this in mind should you ever tell a mare to just swallow.”

Coughing, Sideralis hacked and gasped as he tried to fill his lungs with air. He could see little white spots in his vision. The apple sauce tasted wonderful on his tongue, sour, sweet, tangy, it made his whole body tingle with pleasure the moment it hit his tongue, but swallowing it, swallowing it was a new level of agony. He gagged, and for a moment, he thought he was going to be sick.

“Hmm, maybe we should try the pudding.” Stout lifted Sideralis’ head in a bright orange telekinesis field and looked into his eyes. “Don’t quit on me now. The fact that you’ve gotten a few bites down you at all is amazing. You can’t give up now.”

Without being ready for it, Sideralis found a spoon jammed into his mouth. His senses were overloaded right away; his brain laboured to process what was in his mouth and what to do with it. It was… chocolate, but it was unlike any other chocolate he had experienced. All of his previous chocolate experiences had been falsified, fake, little more than a dream. This was rich, creamy, far sweeter, there was a faint hint of bitterness, it was quite possibly the greatest thing he had ever tasted in his life, at least up to this point. He was so overwhelmed from the intense flavour, the reality of the moment, that his eyes crossed as he sank into a blissful state.

“Yeah, it’s good, isn’t it?” Stout leaned her head closer to Sideralis. “Don’t answer that… just… try to swallow. Just a little at a time… leave some in your mouth and just ease it down. It sounds simple but I suppose it is pretty complicated if you’ve never done it before. You’ve never used these muscles before.”

Fearful, his whole body quivering from fear, Sideralis swallowed. The pain started right away as his muscles all clenched and flexed, trying to carry the pudding down to his stomach. It wasn’t quite as bad this time, it went a little smoother, but the pain was considerable. He had to make an effort not to choke. He swallowed again, his tongue doing weird things in his mouth, moving on its own.

“You’re doing good… let’s see if we can finish this,” Stout said, giving Sideralis a smile of encouragement.

Laying on his back, Sideralis watched as his legs kicked and moved. Stout was making them move, manipulating them in an orange glowing field. His throat was sore, but he found that he didn’t mind. He had a feeling of accomplishment after eating one tub of applesauce and two tubs of pudding, one chocolate, the other butterscotch.

“There are others like you? Are they on this ship?” Sideralis asked as Stout continued to work on his legs.

Stout stretched out Sideralis’ legs, tugging on them, and almost lifting Sideralis from the bed. She heard him moan, but kept the pressure on, knowing that a little pain was unavoidable. “There are three others like me on the ship right now. There are more of us though. Most of us are in Saddle Arabia. Chrysalis isn’t the only changeling we have as an ally.”

“Who are they?” Sideralis closed his eyes as the pain in his legs increased. Pulling his legs straight hurt something awful. It made his vision fuzz over and the muscles in his back spasmed as he wanted to kick free from Stout’s orange magical glow.

“Mjölna, she’s a lot like me. She’s real cutting edge and advanced. She doesn’t have my winning personality though.” Stout smiled. “Mjölna and I are close friends. She’s older than I am. She was there at the battle of Ponyville. In Ponyville, she was a member of Twilight’s royal guard… Twilight never wanted a group of guards, but she ended up with them. Mjölna keeps the steel heart of The Ouroboros maintained.”

There was a loud pop from Sideralis’ right front knee. He whimpered and Stout stopped for a moment to allow him to recover. He closed his eyes, took a deep breath, and gave Stout a nod to make it known that he could keep going.

“Mustang Salvation… she’s like my sister. Fluttershy raised her too. She’s got a few… problems. She’s a good pony, don’t get me wrong, but she’s a little violent. They have to keep her medicated and she has inhibitors to keep her powered down. Everypony calls her ‘Mustang Sally.’ One day, Twilight is probably going to release her in battle with no inhibitors and see what she’s capable of, and that’s gonna be a real horrible day for something. Most likely bugs.” Stout flexed Sideralis’ right front knee, paying special attention to it, massaging the flesh and trying to work the knots out.

Sideralis wondered what would happen after the war, when there was nothing left to fight.

“Octavia is Twilight’s effort at normality. She’s got new hooves, but no combat chassis. Her muscles have been regrown, but not with combat in mind. Octavia is our post war goal. Make ponies healthy again, but try to keep them as normal as possible. One day, this war is going to be over, and we have to prepare for that future as well.”

“You keep mentioning a combat chassis… what was done to you?” Sideralis asked.

Stout sighed, took a deep breath, and sighed again. “It’s complicated. Aside from having a reinforced skeleton, each of my legs have been reinforced and enhanced with a number of organic hydraulic actuators and rams, mechanical replacements that will keep me going in the event of muscle failure. It’s why I’m so bulky and heavy. Just never call me fat, or I’ll kick a hole through you, alicorn or not.”

Sideralis had no idea what Stout was talking about, but he said nothing. He just gave a weak nod. He supposed that he would learn more in time and all of this would eventually make sense. He had no concept of ‘organic hydraulic actuators and rams,’ or what they did, or what they looked like, or how they might function.

“I have a backup heart, it’s not a very good one though, Chrysalis says it’s a failure. She wants to replace it. I also have an organic pump that keeps the pressure in my hydraulic systems regulated. One day, Chrysalis says I’m going to have wings. I already have the sockets surgically implanted and the specialised nerve clusters have been grown. I have some problems though… I have phantom pains in wings I don’t even have yet. And sometimes, they itch, which is awful, because I can’t scratch them.”

“How can you have pain in wings you don’t have?” Sideralis felt very confused by this. He tried to furrow his brows, but his ears twitched instead, and his cheeks spasmed.

“Hey, you made a funny face… you’re getting better,” Stout replied. The earth pony shrugged. “My body thinks I have wings because of the synthetic nerve clusters that have been implanted and infused to my spinal cord. We’re in unexplored territory now… each day we’re learning something new.”

“Stout… what happens to you after the war?” Sideralis asked.

“I don’t know.” Stout shook her head. “We’ve all had to make sacrifices. I gave up my equinity. I try not to think about it.” The earth pony shrugged and folded Sideralis’ legs at each knee, then applied light pressure on the bent joints. “I just hope I can be repurposed.”

The door opened. Sideralis couldn’t see who had entered, because he couldn’t turn his head. He was currently facing the wall, trying to count rivets, and Stout was snoozing beside him. He felt the mare stirring and heard a sleepy yawn.

“Hey there? How ya feeling?”

Twilight’s voice was a welcome sound. Sideralis felt himself being rolled over and after a flash of the ceiling in front of his eyes, he found himself staring at a purple smear. He blinked a few times, trying to get Twilight into focus.

“I ate stuff,” Sideralis said. He felt stupid saying it, but it was the only thing he could think of. “Stout’s been working my legs over.”

“You’re eating already? That’s amazing…” Twilight’s words trailed off and she seemed distracted. She stepped closer to the bed and leaned her head down closer to Sideralis as Stout slid out of the bed and stood on the floor beside her.

“Chrysalis told me that you had an interest in project Rainbow Revival.” Twilight took a deep a breath, nodded her head, puffed out her cheeks, and blew out from puckered lips. “She seems to think that you’ll be a universal donor, and she has some ideas about you. Before we go into details, or before a decision is made, I think that you should know what the project is, and why it is important. If you are feeling up to it, there is something I’d like to show you.”

“I’m bored out of my mind and counting rivets on the wall… right now, anything sounds better than that,” Sideralis said to Twilight. He heard Twilight let out a little laugh.

“Twilight, let me get him to empty his bladder and then I’ll be happy to haul him around for you.” Stout activated her telekinetic field generator and pulled the bedpan out from beneath the bed.

Nodding, Twilight stepped away, backing up towards the door. “Have him ready. I’ll be right outside waiting. Sideralis, I’m going to show you how we’re going to end this war.”

“Try to kick your legs around. Act like you are walking. Make a little movement,” Stout said as she carried Sideralis down the hallway, his body suspended in a bright orange glow. “You’d better make an effort, or I’ll have to try the ‘tickle’ setting on my telekinesis projector. I’ve never tried it out, so I don’t know what it will do.”

Ahead of them, Twilight laughed.

Sideralis made an effort to kick his legs around as he looked at Twilight. She wasn’t very big. She was an alicorn, but she was small, not much larger than a pony. She walked with a slight limp. As Sideralis was carried down the hall, he saw other ponies, many of them wearing eyepatches. Some of them were wearing vests. Seeing the little ponies and the reminders of their injuries made Sideralis angry, and the anger made it easier to kick his legs.

“I have a question,” Sideralis said to Twilight.

“Ask,” Twilight replied.

“We have other changelings helping us… I remember King Stag being mentioned… who are they?” Sideralis asked as he tried to focus his eyes. The bright light of the hallway made it difficult to see, it hurt his eyes and made them water.

“King Stag and Queen Acherontia.” Twilight glanced back over her shoulder at Sideralis. “King Stag is actually the first changeling to work with ponies. He’s an oddity. He’s male, and Chrysalis says he is an anomaly. He has all of the magical powers of a changeling queen. He revealed himself to the Saddle Arabians and stated that he wished to live in peace. In time, he earned their trust. This was before the war. He has several ponies that gestate his eggs for him. His drones tend to come out as both male and female, which is very, very unusual. He harvests love through a most unusual way.” Twilight Sparkle cleared her throat and then let out a little cough.

“King Stag operates a very successful brothel,” Stout said.

“Oh.” Sideralis noted that the walls were getting weird. They were black, somewhat lumpy looking, bulbous. Greenish blue veins pulsated along the ceiling. Stout’s hooves made an odd ringing sound on the floor, like bells pealing. The veiny things on the ceiling made gurgling sounds, sort of like a stomach with a bad case of indigestion. “And the other?”

“Queen Acherontia.” Stout snorted.

“Queen Acherontia is Queen Mariposa's mother.” Twilight continued down the hallway, sidestepping as a group of ponies passed. “Mariposa stole away part of her mother’s swarm and then just vanished. Just disappeared. She then attacked Equestria later. Queen Acherontia is helping us, but she’s not as enthusiastic about it as Chrysalis and Stag.”

“Queen Acherontia has a superiority complex that I’d like to kick out of her,” Stout grumbled. “I mean, she’s been good to us, she’s been real helpful, but she’s always so quick to point out how vastly superiour that she and her changelings are to ponies, and how weak and fragile we ponies are.”

“Why is she helping us?” Sideralis asked.

Twilight began to chuckle. “She had her pride pricked by Mariposa. Acherontia wants revenge.” Twilight glanced back over her shoulder once more. “She’s also tired of the constant fighting and warring. She’s starting to see that we can accomplish so much more if we work together. Acherontia is old, even older than Chrysalis. She’s been around for a long time. She’s grown weary of war. I think when this is done, she’ll be content to live in peace.”

“And if she doesn’t want to live in peace, Twilight and Chrysalis have a plan to deal with her if she double crosses us,” Stout said to Sideralis.

Something overhead made a flatulent sound and then gurgled. Sideralis smelled something, something pleasant, something that made him think of spring, a season that he had never actually experienced. He sniffed, trying to catch a whiff of the delightful smell.

“We’re near the hydroponic quarter where we grow much of our food. It always smells nice. I like to come here and visit sometimes. The earth ponies here are always real happy… a happiness I’ll never know,” Stout said in a soft voice as they continued down the hallway.

“What? I don’t understand.” Sideralis tried to look at Stout but couldn’t turn his head enough to do so. “Why can’t you be happy?”

“Sideralis, Creamy Stout’s hoof rot severed her connection to earth and nature. It ruined her earth pony magic.” Twilight let out a sorrowful sigh. “The earth ponies that were hit by the plague lost their ability to grow things and keep the ground healthy. She can’t feel the earth anymore.”

“I… uh… I… that’s awful, Stout, I don’t even know what to say.” Sideralis felt a crushing sense of sadness that threatened to overwhelm him. He felt even worse when Stout did not reply. He did not like Stout’s silence, and wished he could hear her voice.

Twilight stopped in front of a strange looking door. She touched her hoof to it, then her horn, and then, much to Sideralis’ disgust, the strange looking door opened up, looking very much like a yawning sphincter. Strange veiny things pulsated and the fleshy looking door glistened with some kind of shiny moisture. Sideralis, blinking, had his vision clear long enough to see that there were eyes blinking in the sphincter door.

“We’re here. If I become emotional, you’ll have to forgive me,” Twilight said as she entered.

Author's Note

Next chapter... Rainbow Revival.

Chapter 22

The sunlight left Sideralis feeling weak, weird, and dizzy. He managed though, sitting outside the apartment building, waiting with Stout for Twilight Sparkle and the others to arrive. He and Stout sat beside some ornate wooden flower boxes, filled with soft brown dirt, some bugs, and a bunch of flowers that Sideralis did not know. They were pink, yellow, purple, blue, and all of them had little faces on them, silly little faces.

Sideralis was tempted to eat one; why, he didn’t know. Perhaps horse reasons.

Last night, he had dreamed of Luna, he had been a foal again, and she had held him, cuddled him, sang lullabies to him, she had tried to make him feel better, and had apologised for the pain that her sister had caused, telling him that it was not intentional.

Before waking, Luna had left him with a warning; not all ponies were good.

Hearing Luna tell him this had left him a little sad and out of sorts. He wanted to believe that ponies were good, that ponies were like Stout, or Mjölna, or Fluttershy. Mjölna was a little gruff perhaps, but she was good. He watched a carriage go past, seated in the carriage were two Saddle Arabians and the carriage was being pulled by several earth ponies. They all looked happy, both the Saddle Arabians and the earth ponies. The carriage was loaded down with crates, boxes, and other things covered in brown paper. Distracted, Sideralis watched it go, passing from his field of vision and becoming a fuzzy, indistinct shape.

“Prince Sideralis,” a musical voice said, the words almost sang like a song.

Turning his head, he watched as a pair approached. He felt Stout shift beside him. There was a mare, an earth pony, and a stallion, a pegasus. The mare was a soft shade of pink, her mane was light green contrasted with strands of brilliant blue. She was smiling, looking quite happy. At her side, a tall, slender pegasus walked with her, matching her movements. He was a dark shade of tan, the colour of fertile soil after being rained upon, and his mane was almost the same shade of blue as Sideralis.

“Hello,” Sideralis replied, greeting his visitors. He heard Stout beside him say the same; she sounded friendly, but worried.

“You don’t know me… but I’m a lot like you.” The mare, who trembled somewhat as she moved, sat down on the sidewalk not far away from Sideralis. “I grew up in the Unity Web and I was one of the lucky ones that Twilight Sparkle was able to wake up. My name is Lavender Gem, and I am named after a type of grapefruit.” Her eyes twinkled with merriment as she spoke her name. “My companion here is Halcyon. He’s been with me since my awakening.”

Hearing Lavender’s words, Sideralis focused his eyes on the pair. Companion? Like Stout was his companion? He turned his head just enough to see Stout and then looked at the pair once more.

“Halcyon was your companion?” Sideralis asked, feeling somewhat confused, “did it bother you that he was male and you were helpless?”

The mare burst into laughter while her companion remained silent. She leaned against the pegasus, her eyes closed, laughing, her whole body shaking. After getting her laughter out of her system, Lavender Gem took a deep breath, chuckled a bit more, and then got herself under control. “He was selected because we were compatible personality types. He was gentle, kind, and attentive. If anything, he was in danger from me… he was always right there by my side, in the bed with me, feeding me, looking after me, he spent months with me, glued to my side, and once I was able to start moving on my own, I was in quite a mood, if you know what I mean.” Lavender gave Sideralis a wink.

Beside her, the pegasus nodded.

“Halcyon used it against me, the big brute.” Lavender’s face became pouty and she gave her companion a glare. “He used his affection as a reward for therapy goals. If I wanted a kiss I had to work for it. I had to learn how to feed myself, how to move, how to walk… he made me chase after him. I had to catch him if I wanted to have him. He tortured me.”

“What can I say,” Halcyon muttered.

“I still have problems… I have a mild neurological condition and I get the shakes when I get excited, but everything I am, the fact that I recovered, I owe it all to him.” Lavender leaned her head over, pressed her muzzle to Halcyon’s cheek, and gave him a loud, slurpy kiss.

“So the compatible personality thing worked?” Sideralis asked.

“Some of us who wake up, we find our best friends, or lifelong companions, but most of us find our soulmates. After we wake up, we’re so helpless… it is in those moments that bonds are formed. Queen Chrysalis says it’s like a consolation prize for having spent most of our life asleep, we’re saved the trouble of having to go out and find true love. We get to wake up and it is right there waiting for us. Makes it easier to transition. It’s nice waking up beside your perfect, most compatible companion each day and facing the sorts of challenges that we face together. I couldn’t have done it without him.”

Sideralis considered the mare’s words as he turned and looked at Stout. The mare beside him had a soft, warm smile and she was looking at Lavender Gem. Sideralis was unable to read Stout’s expression. Was Stout really his ideal mate? A part of him somewhere in the back of his mind said ‘yes!’ as he jumped up and down while making excited horse noises. He thought about their conversation, his own paranoia, and his heartless words about Stout being programed to love him. It seemed that there was more to this than he knew or understood; Lavender Gem and Halcyon certainly seemed happy with one another. In fact, from the way that Lavender spoke, there were many ponies that had found their soulmate upon waking up.

“We’re going to go to the beach and find seashells,” Halcyon said in a gentle, deep voice.

“Yes, and I suppose we should get going.” Lavender smiled and her eyes glittered with happiness. “Prince Sideralis, we believe in you… we’ve heard the story… Princess Celestia has shown herself to us… there is still hope. With your companion,” Lavender lifted up a hoof and pointed to Stout, “anything is possible.”

Stout stood up, rising to all four hooves, stepped forwards, reached out one foreleg, his tail twitching, and took Lavender into a gentle embrace, pulling the mare close. Sideralis watched, not sure what he was feeling, but he knew what he wanted. He wanted to tell the world to go away, he wanted to crawl back into bed with Stout, he wanted to look into her eye, stare at her face, and he wanted to just be close to her.

And maybe have a root beer or five.

Sideralis found himself in the middle of an impromptu parade of sorts. Spike, who was massive, led the way, walking on all fours, his eyes scanning his surroundings, looking for any sign of trouble. Just behind Spike was Sweetie Belle, who followed the dragon with a pleasant smile upon her face. Beside Sweetie Belle, Apple Bloom paced along.

Behind Sweetie Belle and Apple Bloom, Sideralis and Stout walked together. Sideralis was having some trouble, the sun left him feeling weak and kinda shaky, but he was walking. Sideralis towered over all but Spike. Spike had the unfair advantage of being a dragon.

Bringing up the rear were Twilight Sparkle and Mjölna. The pair talked to one another and laughed as they walked. Mjölna was wearing saddlebags and something clunked inside of them with her every movement.

As they walked down the street, crowds gathered. Ponies and Saddle Arabians alike gathered on the sides of the road to watch and wave. The atmosphere felt festive, vibrant, and happy. Ahead, the large white building where the council meeting would take place loomed. The building was enormous, white, and had beautiful stained glass windows.

Spike, leading the formation, came to a halt. In the street ahead, several dozen pegasi marched in formation, standing shoulder to shoulder, blocking the way to the council building. The big dragon was confused for a moment, and then he scowled, not liking this. Something didn’t feel right. It seemed that Sweetie Belle agreed with him, because she was now at his side, smiling her usual pleasant smile, the smile she wore when teaching kindergarten or when she was causing things around her to explode in dazzling displays of magical violence. Sweetie Belle was almost a dragon, as far as raw destructive power went.

One pegasus landed just ahead of the group, an angry expression upon his face.

“Monsoon… it is not a pleasure to meet you… what is going on?” Twilight Sparkle moved out from behind Spike and Mjölna was glued to her side.

“Miss Sparkle… that little stunt of yours is going to cost you… it is with great pleasure that I must inform you that you are under arrest—”

“By whose authority? Yours?” Twilight’s face contorted into an angry scowl. “And just what do you think gives you that right?”

Beside her, Spike was growling.

“Miss Sparkle, you will address me as King Monsoon. As of this morning, I was made the new king of the pegasi. We’ve had enough of living under the rule of alicorns… we want our sovereignty back… a long time ago… a group of ponies, starving, freezing, almost dead, stumbled into the fabled land of Equestria and fell under the rule of the alicorns. We lost our sovereignty… we lost our tribal leaders. Much was taken from us, and now, we want it back. Equestria is gone, the alicorns are no longer a major world power. Surrender peacefully and we will deal fairly with you.”

“And just what do you think you are going to do to me?” Twilight asked in an icy voice.

“If you come along peacefully, you and Sideralis both will be exiled, along with any who choose to follow you. Perhaps you two can make your own legitimate tribe and have little alicorns together… I really don’t care. But you are done. As of right now, project Rainbow Revival has been disbanded. All military assets you currently control, like the three you are presently with, are to be surrendered so they can be recycled—”

“They’re ponies! You can’t just recycle them!” Twilight snapped.

“Yes, we can. We already have that troublemaker at Cyclops ready for processing. These… synthetic ponies are far too much a danger to allow for their continued existence.” Monsoon shook his head. “Please, surrender, and we will let you live. As much as I would like to see you hang for personal reasons, I would like to resolve this without violence.”

Sideralis blinked once. When he opened his eyes, he saw three little red bullseyes, all focused upon Monsoon. He glanced around. Stout, Mjölna, and Apple Bloom all had forelegs pointing at the pegasus calling himself king. All three bullseyes overlapped, each of them highlighting an area right between his eyes. Sideralis, having seen what Mjölna’s weapons could do, knew that the pegasus was mere moments away from having his head turned into a fine red mist.

“No!” Sideralis shouted, his voice pleading, “don’t kill him… we can’t start fighting one another… we can’t start killing one another!”

“This one speaks with wisdom… Twilight Sparkle, it is time for you to step down, the rule of the alicorns is over. Equestria is no more. It is time for the war to end and for ponies to move on,” Monsoon said in a steady voice. “You have led us to ruination and your insane dreams of reclaiming Equestria have bled us dry. We have nothing. It is time for us to admit defeat, walk away, and try to create some sort of life for ourselves.”

“I will deal with you later, Monsoon.” Twilight’s horn glowed for a moment and a shield spell wrapped around herself, Mjölna, Stout, Apple Bloom, and Sideralis. “Spike… do as Prince Sideralis commands… subdue these ponies but do not kill them, if you can.”

“Oh, I can do that… Sweetie?” Spike grinned, showing far too many teeth.

“You never told me that today was going to turn into one of these sorts of dates!” Sweetie Belle’s horn began to glow. “Class is in session… time for all of you to go to school!”

“No killing!” Sideralis begged as he felt himself being lifted.

Flapping her wings, Twilight rose into the air, carrying with her three C/Equines and one helpless alicorn, all held aloft in her magic. Spike lept forwards, cat-like, bowling into the group of gathered pegasi, slamming into them, slapping them with his tail as he body checked them en masse.

Looking down, Sideralis watched as the street below erupted into violence, his heart in his throat. He didn’t understand what was going on. He couldn’t figure out why they were fighting when Equestria had enemies. They needed to be together. None of this made sense.

“We need to go and rescue Mustang!” Stout shouted.

“I hope it isn’t too late,” Apple Bloom said in a worried voice.

“All of you are heavy!” Twilight Sparkle flapped her wings as she fought to gain altitude. “Really, really heavy… we need to do more research into ultralight composites!”

“Are we bringing Sid to Cyclops with us?” Stout asked.

“Well, how else do we keep him safe?” Twilight replied.

“Oh fuck everything, we’ve got company incoming!” Apple Bloom pointed with her hoof towards the distant horizon. A swarm of fliers approached and what appeared to be several airships. “Twilight, can your shield spell hold up to cannonfire?”

“Only for a few shots!” Twilight turned in the air and then began to head in the direction of Cyclops Science and Research Center. “If worst comes to worst, I’ll drop the three of you down to the ground with Sideralis… you need to make sure that he lives, get him out of the city… get him to safety… and don’t worry about me... if… if this comes down to that.”

“Understood,” Mjölna replied, raising her foreleg in a salute.

“Mjölna, you are the most loyal friend a pony could ask for… Rainbow Dash would be proud! If something happens, please, see that you show Sideralis the same loyalty as you have given me.”

“Yes, of course, Twilight… anything that you command.”

“No no no!” Sideralis cried, shaking his head. “We stick together… I can’t lead ponies! I don’t know what I’m doing! Twilight, you can’t…”

“I really hope that it doesn’t come down to that,” Twilight said after Sideralis’ words trailed off.

Author's Note

Next chapter... well, it should be pretty obvious what happens next chapter.

Chapter 38

“Come to me…”

Sideralis recognised the voice, he had heard it before. He stood on a beach, a strange beach, a different beach than he had shared with Stout earlier. The beach was covered in pebbles and rocks. The waves slapped and crashed against the shore with ear twitching force.

“Come to me, Sideralis…”

Lifting his head, looking around, Sideralis peered into the primordial forest ahead of him. Strange trees and giant ferns blocked his view, and he could see nothing a yard in past the treeline. He had heard this voice before and his ears quivered as he strained to listen.

“The next epoch has begun… you have work to do… and I wish to help you…”

The white alicorn, the one who had a tree for a cutie mark. She was nameless, not actually an alicorn, and Sideralis’ memories of her were vague. It seemed like only yesterday, but it had been over eight months ago. Sideralis felt troubled, he had slept through the beginning of the epoch. That struck him as somehow being worse than being late for school. You needed a pretty good excuse as to why you missed the start of an epoch.

Around him, Sideralis heard laughter, the air was heavy with it, and he found himself smiling. He approached the tree line, his hooves finding purchase upon the slippery pebbles.

“Like a tender blossom, your sense of humour develops. You are not in trouble for missing the start of the epoch,” the voice said from all around Sideralis. “Even now the values that I treasure manifest themselves. Generousity, loyalty, kindness, honesty, laughter, and magic. All of you must come to me, I will make you whole. I will complete you. I will give to you what Chrysalis, the changeling queen, cannot.”

“How do I find you?” Sideralis asked.

“Follow the stars,” the voice replied.

A white unicorn appeared, a familiar face for Sideralis. He smiled at Rarity, glad to see her, but he could not say why. Something about her presence was comforting, familiar, at least now she was more than a voice in his head.

“We must go beyond the mists to a distant land, a land that is undiscovered,” Rarity said as she approached. A soft, loving smile was upon her face. “Strange, I am little more than a memory given life, but I keep finding new purpose. It seems that life is not done with me just yet.”

As Rarity spoke, two more figures stepped out of the trees. One was a bubblegum pink earth pony mare and the other was an orange earth pony mare. Rarity turned to them, glad to see them, and Sideralis watched as a reunion of sorts took place.

“Hiya, hon, it’s been a long time,” the orange mare said to Rarity.

“Hey, if you come and see me, we can have a party!” the pink mare said in a bubbly, jubilant voice to Sideralis. “I think I can still party… I’m not sure anymore.” The pink mare giggled, then snorted, then giggled, then giggle-snorted.

“Pinkie Pie, Applejack… this is a strange meeting… a memory meets two spirits.” Rarity embraced Applejack in a hug and then held on to Pinkie Pie, clinging to her, her barrel heaving as she almost started crying.

“We passed on, Rarity… I’m with my parents now… we’re little more than memories ourselves. The Elements keep a little piece of all those who are worthy to bond with them, a little part of us lives on,” Applejack said as she held Rarity.

“Which is why you need to come and see us!” Pinkie Pie pronked over to Sideralis and bounced around him, looking up at him with a broad smile. “Your mother, Luna, she was once the Element of Laughter, and so was I… a little piece of your mother is waiting for you. It isn’t much, but everypony underestimates the power of laughter. You’re going to need it, yes sirree!”

“You’re gonna need the help of all those who came before you.” Applejack let go of Rarity and approached Sideralis. “There is a lot of hard work to be done. You got a big fight ahead. You’re going to need all of the help that you can get, which is why you have to come to us, and soon.” Applejack craned her head back and looked up. “You’re a big one… what’s the weather like up there?”

Sideralis found himself laughing, he liked the orange mare, but his laughter was tinged with sadness. She was dead, gone, little more than a memory given some semblance of life. She seemed kind, loving, and full of fun, both of the mares appeared that way, and both seemed like the kind of ponies that Sideralis would have liked to know.

“When you wake up, remember, laughter is the best medicine,” Pinkie Pie said to Sideralis. “You’re going to encounter a bit of a friendship problem… I think you’ll find a way to deal with it.”

“What?” Confused, Sideralis blinked a few times, not certain he understood what was being said. The pink mare was laughing now, she bubbled with laughter, and Sideralis found himself laughing along with her, nervous laughter.

“Wake up, silly… and you’ll see!” Pinkie Pie replied with a giggle-snort.

The sound of two low voices arguing, both of them almost whispers, greeted Sideralis’ ears as he awoke. Stout… and… Mustang? What was she doing in the bed? He kept his eyes closed and remained still, laying on his belly, his head propped up on several pillows with soft, warm, wonderful flannel pillowcases.

“Just what do you think you are doing?” Stout asked, her voice an almost angry whisper.

“I got lonely,” Mustang replied.

“I don’t believe that for a second… I know what you are up to—”

“And just what am I up to?”

“Same thing you have always done, ever since we were both foals… back then, you stole my toys and beat me up… now, you’re after Sid—”

“I am not,” Mustang hissed.

“Oh yes you are, I’ve seen the way you look at him and the way you act when you’re around him… don’t you even deny it… I’m not stupid.” Stout’s breathy whispering now had a fierce tone to it.

“Stout, I don’t even know where to begin, but that is just not true… I’m lonesome… I miss you and I—”

“You miss me… horseshit!” Stout’s voice was a little louder now.

Sideralis, not knowing what else to do, continued to act as though he was asleep.

“Really… I miss how we were… we were friends… we were close, you and I… for the longest time, you were the only friend I had, and then you stopped being my friend—”

“You became a real bitch, you treated mom like dirt, and you attacked everypony that got close to you!” Stout gritted her teeth, scowling, she snorted, and then continued, “Even as a foal you were real hard to be nice to… you were a mean little cuss.”

“I was feral… everything was confusing… I had trouble fitting in and a lot of what you and Fluttershy did didn’t make sense to me… and later, when the changes happened, when you and I were upgraded, things got bad for me. I didn’t know how to deal with it. I was confused, I never meant to hurt you or mom, I was messed up and I didn’t know how to deal with it… I’ve never been good at making friends, I’ve never felt as though I’ve fit in, I still feel like a lost, scared, just out of the wilds feral sometimes and I push others away because… I don’t know why… I guess I don’t like admitting that I need another pony.”

“Horseshit!” Stout’s voice was a whole lot louder. “I ain’t fallin’ for no sympathy act from you!”

“I’m still trying to sort everything out… I want to make things right… I’ll admit I made mistakes—”

“Horseshit!” Stout snapped. “Now you’re just telling me this so I’ll let down my guard, same shit you used to pull when you were a foal and you’d tell me how sorry you were for smashing my head into a wall and when I’d let my guard down, you’d do it again!”

“I’m sorry,” Mustang said, apologising, no longer whispering.

“Fucking horseshit!” Stout shouted, reaching out and giving her sister a shove.

“Hey, that’s not nice.” Sideralis lifted his head and looked at Stout. He saw Stout turning to look at him. She looked furious, and Sideralis began to wonder if she was angry with him. The room was illuminated by the light from Stout’s horn.

“You don’t know her like I do… she’s a lying, manipulative, thieving little shit for brains who did nothing but beat me up and steal my toys… and then made mom feel sorry for her so she got comforted and I got left with lumps on my head!” Stout said to Sideralis, almost shouting. “I’m a feral… waaaah!”

“Yeah, I was like that… that was my excuse and I suppose it still is, but I really am trying to change things… I’m really sorry… you were my only friend and I treated you badly… I was awful to you… I took you for granted because you were my sister and I thought that sisters were supposed to be friends no matter what and I just sort of depended on you putting up with me and I was wrong.” Mustang looked at her sister, her expression pleading, sorrowful, and hurt. One ear was pinned back, the other drooped down against her cheek and she lay on the very edge of the bed, where she had been shoved by her sister, Stout.

“I don’t understand what all of the fighting is about… I mean, I just woke up in bed with not one, but two mares… and I’m awake… and I—” Sideralis’ words trailed off as Stout gave him a murderous stare. He gulped, not at all liking the look that Stout was giving him. Stout was more than a little scary.

From where she lay on the edge of the bed, Mustang began giggling. She covered her mouth with her fetlock, tried to swallow her laughter, and failed. She chortled and the whole bed shook.

“And what is so fuckin’ funny?” Stout demanded.

“I think I’m a lesbian,” Mustang replied, almost choking on her own words as she tried to keep from exploding with laughter. “I mean, I dunno yet, but I find myself looking at mares a lot, which is why I have no interest in Sideralis, other than trying to be his friend.” She looked at Sideralis, grinning, snorting, and said, “Sorry, no threesome with two hot sisters… you’re going to have to live with the disappointment.”

Stout snorted, let out an indignant wicker, and then, much to everypony’s surprise, including her own, she laughed. It was a reluctant laugh at first, but as she continued laughing, it transitioned into easy, happy laughter.

But then, Stout’s laughter stopped. She stared, wide eyed at the yellow pegasus in the doorway. Stout coughed, her ears drooped, and she took on a submissive posture. “Um, how long have you been standing there?”

“Long enough,” Fluttershy replied as Rainbow Dash peeked out from behind her.

“Stout, run… I’ll distract her… I’ll swear a whole bunch and I’ll give her no choice but to scrub my mouth out with soap,” Mustang said to Stout.

“You’d do that for me?” Stout asked.

“Of course, we’re sisters, and I owe you a lot,” Mustang replied, “and I have a lot to make up for.”

“Nopony move.” Fluttershy’s words, quiet, soft, were somehow terrifying.

Sideralis found himself moving, and much to his surprise, a warning message flashed in his vision in bright red letters, DO NOT ANGER FLUTTERSHY! ENABLE BEG FOR MERCY PROTOCOL! WARNING! DANGER! CAUTION! He crawled over the bed and positioned himself behind Stout, trying to hide his much larger body behind the much smaller mare. He ducked his head down and closed his eyes. The yellow pegasus was perhaps, quite possibly, the scariest thing he had ever seen.

“I have two filthy, foul mouthed little fillies and you’ve woken up Rainbow Dash with your arguing… what do you have to say for yourselves?” Fluttershy’s eyes narrowed and there were two loud gulps that could be heard.

“Um, we were sorting out our past issues?” Mustang replied, her voice squeaky with fear. She too, crawled over the bed and pressed up against Stout, knowing that there was safety in numbers.

Fluttershy strode forwards, causing both Stout and Mustang to let out panicked nickers as they cowered in the bed together. Saying nothing, she lept up into the bed, standing near Stout and Mustang. “Both of you are bad!”

Stout dropped her head down to the mattress and whimpered. As she did so, Mustang pulled herself over Stout’s body and tried to shield her. Mustang looked up at her mother with pleading eyes.

“This is all my fault. None of this would have happened if I would have stayed in my own bed. I was lonely and I think I made a mistake. I have no excuses to offer. Stout wouldn’t have been angry, she wouldn’t have cussed, and none of this would have happened if I had just stayed in my own bed. I’m sorry, really, I am very sorry.”

Fluttershy reached out, touched Mustang’s cheek, and her expression softened. “It is good to hear you say that.” Fluttershy folded her legs and laid down beside Mustang. “Now be quiet… both of you. It is time to sleep.” The yellow pegasus looked at Rainbow Dash, who was now standing beside the bed. “There is room for one more… get up here with us.”

“Okay.” Grinning, Rainbow Dash joined the pony pile.