Marionettes

Chapters

Eyes Over My Shoulder
On the Lamb
Piecing Things Together
Confrontation
Conspiracy Unearthed
Before the Storm
Part 1: There Are No Strings
Part 2: ...On Me
The Puppeteer Part 1
The Puppeteer Part 2
The Puppeteer Part 4- Final Battle
The Puppeteer Part 4- Epilogue
The Puppeteer Part 3

Eyes Over My Shoulder

Commission: MLP: Marionettes
Chapter 1: Eyes Over My Shoulder
By Kendell2
Commission by Alexwarlorn

“Thank you! Thank you!” called the azure unicorn, standing atop a stage with applause from the crowd, purple cape and hat billowing. She bowed as her grand finale fireworks finally died down, the majestic rainbow waterfalls that gave Rainbow Falls its name flowing down behind her stage reflecting the light to improve the spectacle.

The cheers, the crowds. The claps (and clops, depending on the species in question). It made her feel like she was alive. Like there was electricity running through her. And any who knew Trixie knew she enjoyed every moment of it.

The showmare took one final bow. “Thank you for coming to see Trixie the Magnificent! Do have a safe trip home!”

The mare went backstage and pushed a button, causing the stage to cleanly fold up into her carriage. It'd taken her quite a long time to get enough bits to restore it to how it was before, but she would certainly never claim it wasn't worth it to have her life back.

The unicorn paused for a moment, thinking back on that statement. What had her life been like back then? Doing the same show over and over again more or less. Telling the Ursa Major story, waiting for naysayers to make a fuss, then challenging them to a rigged contest then tripping them up on their own special talents. Repeat on loop. She blinked at the realization she couldn't even remember how she came up with that silly Ursa story anymore.

Trixie gave a chuckle. “...My, uncreative one, wasn't I? Hehe...At least now I have an actual exciting tale to tell. And a newspaper to prove it.”

The mare gave a proud smile as she put a hoof to a framed newspaper clipping, the picture of herself, Applejack, Applebloom, Rarity, Fluttershy, and Babs Seed, along with the notorious thief Rough Diamond being loaded into a police cart.

“And the crowd simply adored it today. Another fantastic show Trixie, time to reward yourself with a nice, cold hay smoothie.”

The unicorn rarely found herself sweating, but she did heat up quite a bit from her performances and needed something to cool off after wards. Given it involved a large number of fireworks, it was little surprise.

“Ugh, am I really out?” she lamented, looking at her now empty cabinet that was normally stocked with various refreshments. “Well Trixie has been on her biggest tour yet, she supposes it's only natural she needs to restock.”

Trotting out, Trixie put up an 'Away' sign on the door to her cart and headed out...but nearly ran into an orange mare with a slightly darker orange mane and carrot Cutie Mark. When it clicked in her mind just who it was, her face contorted in a snarl. “You!”

Carrot Top blinked in confusion. “Um...yes?”

“Are you here to vandalize Trixie's cart and laugh at her again?!”

Orange Earth Pony blinked, taking a step back from the angry unicorn. “Um...I did that?”

“You don't even remember?!” Trixie focused and summoned an illusion of her second cart with a crudely spray painted Ursa on the side, the mare being laughed at by the same orange mare in front of her, as well as two others. While without her power being boosted by the Alicorn Amulet, the illusion wasn't quite as stable or smooth, but it got her point across. “Now do you remember?!”

The orange mare cocked her head, looking at the image with perplexed eyes. “I don't...are you certain it was me?”

“Who else could it be?!”

“Maybe a look alike?”

Trixie rolled her eyes. “Oh really? Why should Trixie believe that?”

Carrot Top pointed nearby. Trixie followed her hoof to see two identical brown stallions with brown manes and hour glass cutie marks talking. The only difference was one was a Pegasus and the other an Earth Pony.

“Oh come on, tell me how it happens!” the Earth Pony asked.

“Sorry, spoilers,” replied the Pegasus with an amused expression.

“Ooookaaay...Trixie sees your point...just, well, that incident was part of the reason Trixie...you know...”

Carrot Top nodded slowly at the guilt in the unicorn's face. “At least you had a good reason, the other two tyrannical despots that tried to take us over were just psychopathic brutes...besides we've had to get used to a reformed Discord being a regular sight in Ponyville and the former Nightmare Moon visiting our dreams every night...I was mainly just going to compliment the show. You've gotten a lot better.”

Trixie gave a bow. “Trixie thanks you!...Wait, don't you live in Ponyville?”

“My sister Noi wanted to see Rainbow Falls again and she had today off, she loved your show though.”

Trixie gave a sincere smile. “Well, Trixie the Magnificent shall be stopping in Ponyville next, she shall see you then!”

As Trixie trotted off, she paused to give a confused look back. “I swear it was her...but she couldn't have forgotten a meeting with Trixie! Trixie's Trixie! She's rather hard to forget!”

The azure unicorn continued to trot towards the local grocery store...until music and the sound of cheering hit her ears. “Huh? Trixie didn't know any other performances were happening tonight...”

Standing on atop a nearby platform were two near identical light yellow unicorn stallions, each wearing a white and blue striped shirt with a big black bow tie. Their manes and tails were white and red and they both wore a straw hat, but one's Cutie Mark was a three-thirds of an apple with his twin's being the remaining slice, the former also having a mustache.

“Just step right up and test it out
You'll be satisfied we have no doubt
Can we hear everyone now shout it out?
The Peelcore Eight Thousand!” the twin brothers finished singing, several boxes standing behind them in a pyramid. The name of their device was on a plaque above them in big bold letters, and each were holding a strange crank powered device in their green telekinesis. Each of them stabbed an apple onto the end and cranked it rapidly, causing the apple to be peeled in perfectly and the core removed with most of the actual fruit untouched.

Trixie jumped back as the crowd swarmed the stage and bought up the strange devices...then gears started turning in her head. She recalled something Applejack had warned her about once and gave a glare to the two as the crowd dispersed with their purchased wares.

“Hey, you two!”

The brothers blinked, turning to the mare. “Hello there miss!” said the mustached stallion.

“Heard about our one of a kind, simple and easy, no mess Peelcore Eight Thousand?” the other brother asked.

“Trixie heard about you two constallions from a friend of hers,” Trixie said, feeling a bit proud of herself for catching them. Not that it was difficult when they were shouting their names loudly.

The twins looked at one another, then gave a chuckle. “We were constallions, but not any more,” Flam replied.

Flim nodded, then demonstrated their product again, peeling the apple perfectly fine. “Our patented Peel Core Eight Thousand is made from environmentally friendly recycled metal, with zero rust. Pick any of our ones at random, my dear. You won't find one spec of rust.”

Trixie kept her serious look and pulled one random box from the pile, opened it, and examined it incredibly closely. Not one tarnished bit of metal. She put it back and pulled another for examination, then another, and another. “But...How?!” Applejack said they'd scammed Ponyville last she heard!

“Simple, my dear, thanks to a dear friend of ours, we've gone straight,” Flam replied.

“Seen the light and made a switch,” Flim continued, both smiling conversationally.

Trixie gave a suspicious look. “Really? And when did THAT happen?”

Flam gave a nostalgic chuckle. “You see, my dear, my brother and myself had a bit of a falling out, a beautiful mare caught our eye.”

Flim gave a genuinely sad sigh. “Dreadful fight to be honest, would've been the end of the Flim Flam Brothers for sure...but then a wise mare named Granny Smith stepped in and helped us be brotherly again.”

“And after we'd done her and hers wrong twice, how could we not be moved by such kindness?” Flam continued, giving a shockingly genuine smile.

Trixie blinked. “Wait...Granny Smith, Applejack's grandmother?!”

“Indeed! You know Miss Applejack?”

Trixie gave a proud stance. “Trixie is a close friend of Applejack! Together we captured the infamous phantom thief Rough Diamond!”

“Well well then, looks like a friend of a friend, brother of mine,” was the mustached brother's reply. “We've actually buried the hatchet with the Apple Clan, mutually beneficial arrangement Miss Smith set us up with you see. We sell products that promotes the purchase of apples and apple products, and the Apple Family will help us advertise, so long as we're on the level of course.”

“And of course we get a lot more mileage out of our inventions,” the clean-faced brother continued. “Turns out you can sell a lot more of something without ponies calling the Guard on your ventures every three days or so.”

Trixie looked a bit suspicious. Was this turn merely a money grab? With a pair of, hopefully former, constallions, it was hard to tell. Trixie would know as a former hustler herself.

“Right...well, Trixie hopes you are being truthful, she has a haysmoothie to go get.”

“Alright, see you later, Miss. Do stop by if you're in the market for an apple peeler, we make the absolute best of the best!”

As the mare walked away, the brothers looked to each other. “Hmm...do you think we could do something with a smoothie maker?” Flim questioned, producing some cold cider for himself and his brother, both rather hot from their song and dance.

“Hmm...would be a good deal more expensive to make than the Peelcore 3000 to make, but if we push apple smoothies as the main course, we could cash in on the deal with the apples...yes, I think that might very well work, brother of mine,” Flam replied with a smirk. There was a spark that seemed to flash between the two, a certain excitement akin to Twilight's when the prospect of something new. “Though we'll need a catchy name.”

“Oh certainly, the name is the first impression! Once we're done here, we can hit the drawing board. Been awhile since we've invented something.”

“I know, brother, I know. The last thing we invented the peeler. And before that there was our cider machine and...” Flam blinked, putting a confused hoof to his chin. “You know, brother of mine, I can't really remember anything we invented before that.”

Flim mimicked his brother's confusion. “Neither do I actually...Guess we got so sidetracked by our formally nefarious schemes it slipped my mind. How did we get started on actual scams anyway? I can't remember.”

Before the conversation could continue, the two were interrupted by the sound of hoofsteps coming towards them.

Trixie stood in the local grocery store, searching for more supplies. Markets often did have a refrigerated section, primarily utilizing crystals imbued with a freezing spell to keep stuff cold, a recent contribution from the Crystal Empire alongside memory imbued crystals. The mare had recently learned a freezing spell to keep her ice box cold (and also for various tricks), but hadn't quite learned the gem imbuing spell, but she most certainly had big plans for when she did.

However, as she looked into the foggy surface of the glass between her and the refrigerated goods, she suddenly noticed the glass next to her reflection turn black and gray. Trixie stiffened, finding herself suddenly feeling ice cold. The mare quickly raised a hoof and began wiping the fog away, but the moment she put her hoof down, the glass was back to only her own beautiful face and nothing more.

The azure turned around quickly, but there was nothing behind her. Just one or two ponies buying things and the cashier taking bits from costumers. But no one was black or gray in color. Some white, some cream...but no black or gray.

Trixie gave an involuntary sigh of relief. But for some reason couldn't stop herself from trembling.

Trixie gave a thoughtful look, taking a sip of her smoothie while emerging from the store, both the beverage and a bag of supplies held in her telekinesis. “...Maybe Trixie should give those two the benefit of the doubt...after all, we reformed baddies have to stick together...” she muttered, quoting a surprisingly wise little brown filly from Manehatten. “Trixie supposes it wouldn't hurt to stop by their stand on her way back and have another word with them...”

The azure mare changed direction and headed back to where she'd last seen the two brothers...and blinked at what she found; their stand, with no sign of either of brother. Taking a closer look, she found the profits the two had made laying in plain sight in simple bag, instead of being concealed or hidden in any way.

Trixie trotted around back and looked all over it, the twin brothers nowhere to be found. The only thing in sight were a few panting Earth Pony joggers out for an evening run and nothing more. “...Trixie doesn't know those two all that well...but Trixie knows traveling ponies, and she knows you just don't leave your money laying around unattended.”

It was simple logic: a traveling pony of any career never knew when their next paycheck would come. Even Trixie had never been arrogant enough to keep her bits laying out when out and about. The ones she didn't have with her were safely in a safe back at her cart.

The mare put a hoof on the money bag, expecting the two stallions to come running. But even slightly picking it up did nothing. She left the bits back where she'd found them and slowly backed away. “Must have stepped away...” she said slowly, a slightly disturbed look on her face. “...But there's two of them...if they're confident enough their money's safe as to do that, they're more confident than Trixie, and no pony is more confident than Trixie the Magnificent!” the mare announced to herself, putting a hoof to her chest with a dramatic flourish. “...Though they may simply be more arrogant than she is...that's probably it...”

Trixie slowly turned and started back towards her cart. “Trixie will just have to stop back in the morning she supposes...”

The azure unicorn trotted onward...but now couldn't help feeling like something was...off. Like that same feeling of unease from the market just wouldn't leave. As her mind tried to figure things out, she heard the clopping of hooves. Ones that seemed almost perfectly in sync with her own, only directly behind her. Turning back quickly, she saw no pony. Rainbow Falls was a popular location, but Celestia had lowered the sun and Luna raised the moon. Trixie's eyes batted back and forth, unable to shake the feeling she was a fish with sharks circling her.

“...Trixie hopes crazy fans aren't about to try and kidnap her...again...”

The showmare finally got inside her cart. She kept looking over her shoulder, uncertain why she couldn't shake the feeling she was being watched. She swore she'd heard hoofsteps behind her the entire way back to the cart. Trixie simply latched her door before putting her newly acquired supplies in her ice box and doing a quick freeze spell to keep it chilled again.

Trixie gave a sigh, just listening to the crickets chirping outside, the only noise breaking the silence. “Come now, Trixie, it isn't like you to be startled by a few little things! This is most unbecoming of a Great and Powerful Unicorn such as yourself!”

The azure unicorn decided to take her mind off her unease and prepare for the show she was going to put on in Ponyville. Originally it was just going to be visiting the others there on the way to the next city, but Twilight had suggested she perform.

“Hmm...Trixie could do the Rough Diamond story again...but if this is her way of showing Ponyville the new Trixie, she needs to do something a bit more impressive than a simple show...after the Ursa Minor and Alicorn Amulet, a good impression is everything in show business!”

However, before the mare could continue her planning, there was a rattling at her door, as if somepony was attempting to carefully open it against the lock. Trixie tensed up, staring at it for a moment, not making a sound. Normally, Trixie would be shouting who dared disturb her....but something inside her told her she should stay quiet and not make a peep.

The rattling became an almost mechanical knock on the door.

Trixie froze up, watching the door. The knocking rang out again.

The mare growled at herself. “Come now, Trixie. You're acting like there's an...an Ursa at the door!” she chastised herself.

Getting to her hooves, Trixie trotted over to the cart door and undid the latch.

What she found on the other side didn't seem like much on the surface.

Two stallions standing before her. One was a light gray pegasus with a black mane, the other a dark gray unicorn with a white mane. The former's Cutie Mark was a pair of black sunglasses and the latter's a chariot wheel. Both had the same black suit with a tie, the same black sun glasses, and the same flat top mane style.

Simple enough, but...for some reason Trixie felt an instinctual dread rise up inside her. A small voice in the back of her head screaming run like these two were a pack of timberwolves.

'Just Trixie's nerves is all.'

“Hello...”

“Hello, Miss Lulamoon,” said the dark gray Pegasus, in a monotone, methodical voice. “My name is Gearshift, this is my partner Cover Story.”

“Alright...and what can Trixie help you with?”

“Can you please look at this piece of paper, miss?” asked Cover Story, presenting a piece of paper in front of her muzzle in his dull gray telekinesis.

Trixie blinked, eyes focusing on the piece of paper. All that was written was a series of numbers in an odd shade of green. '19 8 21 20. 4 15 23 14.'

The mare felt the oddest sense she'd seen it before...but it was like a circuit refusing to complete itself. She just couldn't connect it with anything.

“Yes?”

The two stallions looked to one another. “Just 'Yes?'”

“Yes, what is this supposed to be?” the azure unicorn questioned, narrowing her eyes. “Trixie was practicing for a very important show, she'd prefer not to be interrupted for trivialities.”

The two stallions looked at each other in a bit of panic. Trixie couldn't help but feel a bit of pride that these two that had managed to inspire an irrational fear in her now seemed panicked...that is until she found her leg caught in Cover Story's telekinesis. “Hey! Unhand Trixie!”

Trixie felt that instinctive panic force its way back up. This time she made no attempt to force it back down.

“Don't fight. You've caused us enough trouble as is,” Gearshift said in the same emotionless tone, leaping at her. She reflexively set off a firework, but the duo's sunglasses protected them from being blinded and they remained stern and unmoving as Gearshift tackled her and held her along with his partner's telekinesis.

“We know what you can do, resistance is futile.”

The azure mare gave the duo an indignant glare. Being telekinetically and physically restrained or not, a showmare was a showmare.

Looking down below her attacker's hooves, she focused and used the ice spell on the floor, sending both slipping as their hooves lost traction.

“What?!” Cover Story exclaimed, looking down in disbelief.

“I'll have you know I went to Celestia's School for Gifted Unicorns! 'Futile' isn't in my vocabulary!” Trixie spat, then promptly used her own telekinesis to give them a push and landed with a grunt. Getting back to her hooves, she followed up with a wind spell, sending the two sliding along the ice she'd made and out of the door, which she promptly locked using her telekinesis.

“Ha! That's what you get for daring to try kidnapping Trixie the Magnificent!”

The showmare jumped as one or both of them tackled the door with enough force to crack it. Then gave a scream when Cover Story followed by shooting a beam of magic straight through the door. “Horseapples!”

Trixie looked around for something to defend herself, but in enclosed quarters, that was easier said than done.

The azure mare grabbed a spare wooden plank she normally used to repair her cart in her telekinesis and smacked the first foreleg she saw come through the blasted hole reaching for the latch, earning a cry of pain. While the stallion pulled his hoof back, her weapon was wrenched from her by Cover Story's own telekinesis.

Before she could grab something else, she had to duck under an electric spell fired at her from Gearshift's wings.

The mare snarled and retaliated with a magic beam that knocked both stallion's on their flanks...but also destroyed the door. 'In retrospect, that wasn't the best idea.'

She quickly followed up with another shot...but Cover Story raised a shield spell to block it and his partner nearly hit home with a lightning spell counterattack.

As the two stallions came at her with Cover Story's shield blocking her counterattack attempts, Trixie did a quick scan of her surroundings for anything she could use.

The showmare used her telekinesis to undo it's parking break and then a good old fashion buck to ground to send the cart, and her, careening backwards away from her attackers.

“Ah hah! May you remember this as the day you almost kidnapped the Magnificent Trixie!” celebrated Trixie...then realized something she hadn't thought of before. While this course of action solved one problem, it created another.

“...This place is on a mountain, isn't it?”

Trixie had to rush to the cart window and force it open so she could see where she was going, having to use her telekinesis to force the wheels to keep it away from the edge with a large amount of effort.

Thankfully, she'd lunched in the right direction to redirect herself down one of the paths to safely leave the mountain top, but going down a mountain path in an uncontrollable carriage was still going down a mountain path in an uncontrollable carriage.

“Trixie is beginning to regret this decision!” the mare exclaimed, barely able to keep her wheels on from going off the side of the mountain. “Okay, Trixie is not going to go flying off the side of a mountain to her doom! And neither is her home!”

Trixie threw open the front door of her cart and telekinetically hooked herself up to the harness. She leapt out and planted her hooves, putting all her strength into stopping her cart, hooves ripping up the ground. When that wasn't enough, she manifested some long handkerchiefs and tied them to any sort of anchor point she could see.

The cart slowed but didn't stop all the way, coming dangerously close to the edge of the cliff now. “No! Trixie the Magnificent is NOT losing her home again!” The azure unicorn manifested a couple metal steaks normally used to secure tents and stabbed through two new hankerchiefs and deep into the ground as deeply as possible.

Finally, the cart came to a stop about an inch from the cliff face, Trixie collapsing with a relieved sigh. Her chest and legs felt like they were on fire, but she'd had worse days. When one had to haul their cart across the entire country singlehandedly, then spend several months as a rock farmer, becoming a good bit stronger than expected of your race came with the territory and she'd never been as happy about that fact as she was now..

Trixie gave a tired chuckle. “Haha! And so Trixie the Magnificent makes a great escape!” she exclaimed, putting a hoof to her chest in triumph...then had to jump to the side to evade a lightning bolt. “Oh come on!”

Flying down at her was Gearshift, his partner riding on his back. “Just leave Trixie alone!”

“I'm afraid we can't do that, Miss Lulamoon.”

The azure mare had to jump back from a stun spell from Cover Story, the stone faced unicorn's face unreadable. She felt that unknowable fear grip her heart again. She quickly cut all the handkerchiefs and other anchors, and pulled her cart around as quickly as she could and put all of her strength into taking off. To her confusion, Cover Story took a moment to vaporize the discarded objects as they passed over them rather than instantly focusing on her.

The duo continued to rain down beams and lightning at her as the high speed chase continued, forcing her to dodge as best she could while pulling her cart. Even then, her home took several blasts, blowing pieces of wood off of it.

Snarling in rage at the sight, Trixie charged up her horn and fired several beams of various types at the duo, but Gearshift banked and swerved to dodge her beams while his partner continued to fire spells of his own back at her. Trixie didn't know much about stun spells, but she knew one shot could be the end of her escape...or cause her to trip and go flying off the edge.

The mare retaliated with a bolt of magic that exploded into a massive fireworks show in front of the two, but her face fell as they flew straight through the smoke as if she'd done nothing at all. Trixie yelped as she had to jump to narrowly dodge several lightning bolts, nearly causing her cart to tip over.

She made the attempt to form a large blanket normally used for disappearing acts in front of them to try and catch them up, but Cover Story merely blew a huge hole right in it.

“At least they're still quite a ways back...” Trixie admitted, hoping there'd be something up ahead she could duck into.

“You won't escape us,” Gearshift stated.

“Better shift into high gear, partner,” Cover Story replied, neither stallion showing the slightest hint of emotion.

Gearshift nodded, beginning to beat his wings faster and faster as if he'd switched into a different gear. His speed nearly doubled in an instant, allowing Cover Story's shots to become more accurate owing to the decreased distance.

“Trixie supposes he wouldn't be called Gearshift if he didn't have another gear...”

The mare cringed as she had to duck under a beam that blew a hole straight through her cart's roof and through the side. “LEAVE TRIXIE ALONE!”

Trixie's horn glowed as several lightning clouds formed between her and her pursuers, sending several bolts there way. Cover Story merely formed a forcefield around the duo, blocking the bolts, only lowering it to fire several of his own beams. This time one came dangerously close to striking one of the cart wheels head on.

The desperate mare's eyes darted around, looking for something, anything she could use to fight back more effectively. Her eyes fell on one of the many rainbow waterfalls coming down the mountain, causing the mare to get a smirk as she noted something up ahead on the path. Focusing, she sent a lightning bolt plowing straight through the waterfall, causing a gigantic plumb of fog to billow out in all directions.

Her pursuers flew through the fog and out the other side...but stopped, noting Trixie was nowhere to be seen. Spinning around, Gearshift used his rapidly moving wings to blow away the fog...revealing nothing but blank mountain path.

“The target must have leapt off the side,” said Cover Story, the two landing and the unicorn getting off.

Gearshift finally ceased his beating wings, breathing heavily and covered in sweat, but otherwise showing zero emotion. “Or the target is now capable of cloaking spells.”

“That's the worrying thing, most of our profile on the target dictates she's not capable of freezing or wind spells. Lightning magic is the most advanced she should be able to do,” Cover Story replied, the unicorn producing a glass bottle of what looked like salt water and handing another to his partner before taking a big swallow.

“We need to get the other two back to headquarters, we can report this,” was the pegasus' reply, taking a few sips.

“No, we can't afford to lose track of the target now, she's been off our radar for months and resisted the paper. If we lose the target now, we may never find her again. At least not before she causes more trouble than she already has.”

“Alright, then I'll call base and have reinforcements pick up our primary targets. Hopefully they'll catch her if she goes to the guard...and aren't you afraid of getting smashed?” Gearshift questioned, finally showing a small bit of amusement as he took another small sip of the salt water and his partner had finished the whole bottle.

“I don't get drunk easily. Now let's go, we've got a target to catch.”

“Agreed...”

After the two had departed, the cliff side was silent and still...until Trixie's head popped out from behind what had looked like a simple cliff side that distorted like fabric as she did. She gave a smirk and pulled down the 'cliff side' to reveal it was merely a large piece of magically generated fabric, a color changing spell used to match the cliff side perfectly. Her cart set nestled into a crevice in the rock face, hidden from sight by the fabric. “The Magnificent Trixie has outdone herself with that marvelous disappearing act, if she says so herself!” she stated proudly...then her face fell, looking at her cart.

From the various beams and damage inflicted on it, the cart was naturally in rough shape, with scorch marks and holes straight through bits of it. Going inside, she found her bed had been scorched to the point of being unusable and burned, many of her supplies burned and damaged. Even her cape had a hole blown straight through it.

The mare sniffled slight at the sight. Images of an Ursa Minor's foot crashing her cart flashed before her eyes. She gave an involuntary shudder, having to fight the urge to sit down and curl up into a ball. “...T-Trixie...you'll be fine...this...I just need to get those brutes arrested and I can rebuild things...again...at...at least it wasn't completely destroyed this time...”

After looking over the damage for a few moments with a forlorn face...Trixie finally slowly rose up and headed on, forcing herself to think. “Alright so Trixie just needs to tell the Guard...except those to expected her to do that...”

Trixie's expression dropped. Pursued by two determined and dangerous enemies, who's words implied they weren't alone, and going to the authorities would simply expose her to them. And all of this was on top of that strange feeling of existential dread that gripped her heart so tight. Like something about those two made her a filly fearing the boogiemare again.

The azure mare shook her head to clear it. “Trixie is not a coward. She will not be intimidated by these brutes!...She is a magician! Knowing what her foe expects is the greatest weapon of any magician!”

Trixie put a hoof to her chin, looking back around her cart. “...They expect Trixie to go for the guard...” the mare muttered, looking to the cracked, but still intact framed newspaper clipping. “But not a princess! Twilight will most certainly help Trixie!...That is a sentence Trixie never believed she'd say...then again so was 'get Rainbow Dash's help to be freed from being queen of the Diamond Dogs...'”

Trixie prepared to hook herself up to her cart and take off for Ponyville...then paused, a thought entering her mind. “...They know Trixie has this cart...” she then looked up to the train tracks heading off from Rainbow Falls. “So she thinks she'll take the train...”

Giving a sad, forlorn look at her cart and taking what supplies she felt she'd need, she quickly put the fabric back in place. “...Trixie isn't going to let this mess destroy her life...not again!”

On the Lamb

Rainbow Falls train station was naturally much less busy at night than during the day, which was exactly why Trixie chose to risk going back into town during the night rather than wait till morning. Sure, it meant not waiting to make sure her pursuers had moved on, but given what she knew of their resources, the fewer people who knew of her presence the better.

The azure unicorn waited silently in a bush, watching the clock on the station as it ticked down. Each minute feeling like an hour thanks to her present situation. “If Trixie catches the one AM train to Ponyville, that should work well...”

The mare took a paranoid inspection of the surrounding area. There were a couple ponies here and there, but none of them a pair of sharply dressed stallions with sunglasses. “Good...looks like the coast is clear...act causal don't make a scene...”

The showmare took another cautious look around and crept out from her hiding spot. She put on a causal air as she approached the counter. She dragged a traveling case along with her, containing the supplies (including various disguises) she'd taken from her carriage but mostly to make it look like she really was going on a trip rather than trying to escape. She took care to use a front hoof rather than her telekinesis so in the dark one might just mistake her for an Earth Pony and lower the possibility of her being recognized. She further used her right hoof instead of her dominate left hoof. Presentation was everything, that was something any showmare worth her salt knew like a law of physics. “One ticket to Ponyville, please....Single quarters, please.”

As the pony at the booth got her ticket, Trixie made sure to take a careful look around for her pursuers, but to her relief found no sign of them. Then again, she'd seen no sign of them before until they'd broken into her home and tried to kidnap her...

Ticket in her mouth, the azure unicorn quickly hid herself in the station bathroom with the door slightly ajar so she could peak out until she saw that everypony who was going to depart the train (likely to get a room and spend a day at one of Equestria's biggest tourist attractions or enjoy the night life) already had before emerging and making her way aboard. She swiftly made her way directly to her room, pulled the blinds and locked the door, ensuring her solitude. She then double ensured it by putting a chair up against the door to hold it further in place.

Trixie didn't make a single peep for an entire minute, hearing nothing but the wind outside and the distant engine of the train as the big machine began moving. At this hour, very few ponies were leaving Rainbow Falls and most who were still there were checked into a hotel for the evening, and most on board the train itself were likely sleeping. Trixie finally let herself relax and lower her guard for the first time in hours.

“Alright...now Trixie just needs to make her way to Ponyville and get Twilight's help...that is all,” Trixie advised herself, her nervous tone betraying her. “Twilight is a Princess with ties to the other Princesses, even if the guards are tricked Twilight can order them to leave Trixie alone...”

Part of Trixie admitted to finding the idea of going for Twilight for help humiliating. But Trixie had accepted back in the Diamond Dog kingdom she could use help from her friends sometimes.

The showmare tried to lay down and get some sleep and try to rest after the hectic high speed chase down a mountain while trying to fend off a duo of persistent maniacs. Unfortunately for her, sleep didn't come.

“Ugh...” Trixie groaned, wishing the car had an air conditioner. “Trixie is much too hot to sleep...” she hadn't gotten the chance to grab her smoothy mixes, and even if she did, the ice would have melted long before she got the chance to use them.

On one hoof, the safe thing to do would have been to remain in her room with the door locked tight and endure. On the other...she just couldn't hope to get to sleep without cooling down. And trying to run for your life while tired would be even more difficult.

The mare poked her head out of the door, looking down one end of the hallway, then down the other, keeping her ears tuned in for even the slightest breath. She wished she could say the silence and darkness that greeted her was reassuring but instead it filled her with uncertainty. After all, who knew what might be hiding in the dark waiting to strike?

The unicorn carefully crept out of her room and continued down the hallway, carrying a small mirror in her telekinesis. She used a trick she'd learned from Rarity to hide the glow of her magic. She'd been very surprised by the amount of illusion magic the other unicorn knew, though it did make trading tips with her quite the enlightening experience.

Being a train, Trixie could naturally go in a straight line but at the ends of each car there were openings for the doors off the train, which were simply impossible to see from her current position without exposing herself to any waiting enemies in those blind spots. As she approached them, she slowed down and tiptoed, moving the mirror to each side and looking as closely as she could with it. Nothing. Just the starry sky of Luna's night passing by through the windows as the train sped towards it's destination. The distance between Rainbow Falls and Ponyville was close enough for a day trip, so it'd be well into the morning by the time she arrived.

Carefully opening the door between the passenger car and the next, she used the mirror to look all around, making triple sure there wasn't a suspicious pegasus hanging onto the roof to pounce on her as she passed (unlikely for the average pegasus given the wind ripping around the moving train, but not impossible). She even turned the mirror to look down at the coupling between the two cars. Nothing to be found. The azure unicorn repeated the process on the other side of the door to the dining car, where she knew there was a water fountain she could get some cold water from. Most trains had a few water fountains, a convenient feature for frequent travelers (and one she'd taken advantage of before getting her cart back).

Keeping her eyes open, she moved deeper into the dining car and saw the drinking fountain, a simple silver machine with some paper cups set next to it...and heard hoofsteps coming from the same direction as she'd come from, the door opening. The azure unicorn found herself slipping under one of the tables and peaking out. As she hid, a pony trotted by in the dark and began getting some water from the fountain, evidently having the same idea that she had.

Just to be safe, Trixie used her mirror to take a peak. To her relief, the pony in question was a turquoise pegasus with a swept back amber mane and tail. Her Cutie Mark was a lightning bolt with several stars.

“Trixie is letting this get to her...” Trixie muttered to herself, wanting to slam her head into the floor. She then realized that emerging from underneath a table hiding from stranger and having to explain that would be incredibly awkward and ego bruising. “...Trixie's hiding, fewer ponies see her undisguised the better...” she decided.

So instead of allowing that, Trixie merely waited for the mare to leave.

“Don't know why a train to Dodge Junction has to go through bucking Ponyville. Stupid rainbow maned jerk...” the mare muttered bitterly, downing two glasses of water and heading back to what Trixie presumed to be her room.

Poking her head out, the azure mare looked around for anypony else, Luna's moon coming through the window and barely illuminating the room. “Rainbow maned jerk? Rainbow Dash?” she questioned. “Then again, Rainbow Dash does partake in many races, must be a defeated foe, Trixie has certainly had many bitter defeated ponies...though for more justified reasons...And it's not like Rainbow's the only rainbow maned pony in the world.”

Trixie got her water and headed back to her room, being slightly less paranoid. “Trixie is on a speeding train to Ponyville even if they realized Trixie is on board, what are the odds they could catch up in time?”

Trixie's eyes fluttered open, finding a bright light shining into them. As her eyes adjusted, she tried to move, but her body wouldn't respond. She couldn't move any of her limbs, like they just wouldn't respond. Even her neck seemed frozen in place. Only her eyes could move.

Looking above her, she noticed a bright light, surrounded by strange machinery that would make an alien abduction movie look tame.

As panic began to grip her, her eyes darted around, and found only a white room, no concrete details she could identify besides the very terrifying machine above her body. Her eyes locked on one detail she could, one that made terror fill her heart.

Two stallions in black and white suits stood nearby, watching her stoically. Not reacting at all to her situation. Between the two...stood a mare. One that Trixie felt seemed more...solid than either of them. She was an orange unicorn with a dark orange mane and tail, with purple eyes. She simply watched intently, expectantly.

She tried to scream but even her tongue and jaw seemed locked in place. She couldn't struggle. Only watch.

“Open her up,” said one of the stallions.

The machinery descended towards her, a blade preparing to slice down her chest.

Trixie jolted awake, giving a scream of pure terror, eyes pinpricks. Her eyes darted around the room in a blind panic, her entire body feeling cold. Her mind racing.

Throwing off her blankets with her telekinesis, she felt her chest frantically. No cut, no wound, no stitched up scar. It was just her beautiful blue fur as it always had been.

“Thank Princess Celestia...” muttered the azure mare, finding herself trembling violently. “Just a night terror brought on by a stressful situation... Trixie, you've been reading too much science fiction...yes, you are being hunted but you have no proof they are aliens going to dissect you. That's just paranoia talking...”

“Is there something wrong miss?” asked one of the train's staff, reminding Trixie she'd just let out a scream of terror on board a train which may or may not have picked up more ponies since she's went to sleep.

“Oh, yes. T-” Trixie realized that saying her name was probably a bad idea. “I just had a nightmare is all.”

The showmare got up out of bed, seeing the morning sun peaking out around the edges of her drapes. She considered whether or not she should leave her room at all. On one hoof, she didn't exactly need to, given she would arrive in Ponyville soon enough and be able to meet with her friends. On the other, it might be suspicious if she never left her room after screaming her head off like that, and it would be a lot easier to flee if her pursuers came if she wasn't stuck in one small room.

Not only that...but after that nightmare where she couldn't move or act or do anything...

Trixie looked at her case. “Well...Trixie could simply disguise herself...”

Lightning Dust stood out on the caboose of the train, looking out into the distance rapidly being left behind. She wasn't sure why she was going to Dodge Junction, she had no particular reason to go there. Then again, she had no reason to go anywhere at all in all honesty, not since the Wonderbolts Academy.

“Stupid Rainbow Dash...” she muttered, kicking the guard rail. “What a snitch.”

Her dream died that day. Everything she'd ever wanted to do gone in an instant. All because of a stubborn pegasi deciding to rat her out for something everypony should have done!

Still...why then did she have dreams sometimes when she'd swallowed her pride and accepted her punishment. She was demoted to Dash's wing pony, but both graduated and both remained friends afterward. Eh, dreams were dreams, right? Had to be, why would she think anything positive about that snitch?

“Maybe I'll go to a sports bar get me a lot of salt...”

“I'm afraid those plans will have to be postponed, Miss Dust.”

The pegasus blinked, turning to find Cover Story standing behind her, the unicorn staring at her with no emotion from behind sunglasses.

“Huh? Who the buck are you?”

“We need something from you, Miss Dust.”

She swung around, finding Gear Shift standing on the railing, every bit the stoic as his partner except for panting slightly.

Trixie sat in the dining car, assuming the guise of an old mare with the proper dress, though she didn't have a wig, just the proper hat. Contrary to her normal 'front and center' methods, she was seated at the very back corner as far away from everypony as possible.

They were getting close to Ponyville by now, it was only a little while longer. “Everything is going perfectly, Trixie merely needs to keep herself from being found for a little while longer and she'll be safe...It's almost over now...” she whispered under her breath.

Trixie thought back to the day before, when she'd met those two and she ended up on the lamb...and began to feel cold. She remembered how she kept having the feeling she way being watched going to the store and back. How she felt like somepony was following her. And her mind's gears began to turn despite her efforts to avoid letting paranoia consume her.

The mare put her hoof over the side of her face not facing the train window and slowly looked over the other ponies eating. 'Why didn't I think to look at all the faces before sitting down?' Trixie questioned, knowing she'd seen the faces of her pursuers before. All she had to work with was mane color and outfit of half the car.

Her eyes fell on a stallion in a black suit, causing her to panic slightly until she realized he had the wrong fur color. Then a thought occurred to her. 'What if they're not wearing their suits?' she questioned internally.

The azure unicorn began looking for the shades of gray her pursuers had been colored. To her dismay, there were several stallions fitting that description. Even narrowing down mane color, there were still plenty of potential suspects. Four stallions with that exact coloring. Could it be one of them?

Trixie nearly jumped to the ceiling when the waiter put a glass of cold water, silverware, and the menu on the table in front of her. “Ready to order now, Miss?”

“Y-Yes. Yes, thank you...” Trixie lifted the menu with her hooves, her horn beneath the hat and wanting to keep it that way as she did her best not to give herself away. She took a drink of her water and kept looking it over as she tried to maintain her composure. “I think I'll...Just give me...um...a cheese sandwich, okay? And another glass of water, okay?” she requested, asking for the first thing appetizing that came to mind.

“Yes, Miss.”

Trixie relaxed herself and resumed her in depth check to make sure her attackers weren't present...when the door next to her suddenly loudly swung open. She kept her head down so her face wasn't easily visible...and to her horror found Cover Story trot through the door and into the car. 'He is here?!' she thought in complete and utter terror. The mare then tried to calm down and keep herself from panicking. Well, panicking more. 'There's no way they could possibly know you're on board, Trixie. They think you escaped, so perhaps they headed somewhere else to keep looking or find somepony else to terrorize. Kidnappers have lives too, right? And it's not like there's somewhere else in a moving train to get something to eat.'

Unfortunately for her, the stallion didn't seem interested in sitting down and eating something. Instead, he walked to front of the car, eyes hidden behind his sunglasses. He turned around, standing right in front of the door. “Attention, everypony,” he called, knocking on the wall of the car with a monotonous beat that got the attention of everypony in the car. “My name is Agent Cover Story, do I have your complete, undivided attention? Good.”

The stallion's horn glowed and Trixie found herself momentarily blinded by a bright flash of light. When it cleared, Trixie found everypony in the entire car staring intently at Cover Story, as if in a hypnotic trance.

“There is a dangerous criminal on this train, me and my partner are searching for her and it is advised all ponies on the train return to their cabins and lock your doors. Do not come out no matter what noise you hear unless it is me or my partner coming to check for the criminal, understood?”

“Understood...”

The azure mare felt a cold chill as everypony in the entire room answered at the same exact time and seemed to accept every last word the pony said as fact without a moment's hesitation and began to file out of the car as if his word was law. 'Who the Tartarus am I dealing with?!'

Trixie did the wise thing and joined in the march, trying to look as inconspicuous as she possibly could. She even more any more than she had to, trying to just vanish into the crowd without looking like she was half as terrified as she truly was. 'Just stay in your room until you arrive, then you'll be fine Trixie.'

She made it back to her room and prepared to open the door...when suddenly a wind blew down the hall way and blew her hat off, revealing her horn and face.

Trixie stood, terror in her eyes as everypony paid her zero mind at all and simply went into their rooms and locked the doors. Like she wasn't even there at all.

“Hello, Miss Lulamoon...”

Trixie turned to watch Gearshift trotting down the hallway towards her with a measured, almost robotic pace. As if the idea she could escape now was impossible. Trixie did the natural reaction and turned to flee the other direction...only to find Cover Story standing at the door.

“You have nowhere you can run to now, Miss Lulamoon. Come quietly.”

With only a few seconds to think, Trixie looked at the two stallions...then promptly dove into her room and locked the door behind her.

“Running is futile, Miss Lulamoon,” Cover Story said, the two trotting up to her door. “You have trapped yourself.”

The two required only a few moments to smash down the door to the room, whatever they'd done to the rest of the passengers preventing them from caring about the noise. However, when they entered Trixie's room, they found her gone and the window wide open.

“Did she jump out?” questioned Cover Story, the two trotting over and looking out...only for Trixie to throw open the closet and dash out of the room, the two snapping around and coming directly after her.

Trixie spun around and froze the ground solid...only for them to reveal they'd donned winter horseshoes since they last came after her and simply continued after her. “Horseapples!” she shouted, dashing across the connector to the next car, nearly falling off on accident.

Once in the dining car, the unicorn proceeded to use her telekinesis to pick up every unfinished plate of food or other item she could at the duo, but that did little to slow them down even when they did hit. She ripped the curtains off the walls and webbed them across the car in front of the duo, giving her a few moments to run before Cover Story blasted straight through her makeshift barrier with his magic with ease. Blowing open the door, Trixie continued to the next car, trying to use a magically summoned scarves and some spikes to tie it shut, but Cover Story used a dagger pulled from his pocket and to slice them from the inside and continue pursuing her.

The azure mare looked around desperately, now in a normal, utterly empty passenger car. “Think think think...ah!”

Trixie opened a window and created a scarf, tacking it to the top of the locomotive with spikes and climbed out...and nearly got blown off the train by the wind. “This train is moving too fast for most pegasi...Rainbow Dash might be able to, but Gearshift is no Rainbow Dash!”

Gearshift looked out the window as Trixie dispelled the scarf at the top and used summoned suction cups (normally used for various acts) to secure herself to the roof of the train. “It appears she's gone to the top of the train...”

“Don't worry, partner, we came prepared for this eventuality,” Cover Story reassured. “Let's comb the train in case she tries to get back in or we missed any witnesses.”

“Okay, so Trixie managed to evade them...” Trixie muttered, trying not to be floored by the wind. On one hoof, she was naturally a fan of movies with train top battle scenes, but in reality the wind and speed made them a good bit rougher and more difficult than in fiction for the average mare, and only an athlete pegasi like Rainbow Dash could properly compensate for the speed. On the other, the dramatic part of her kind of missed the opportunity to have an elaborate train top showdown with her attackers.

Trixie looked off ahead of the train. They'd be getting into the greener areas soon, and Canterlot Mountain was visible now, wouldn't be too much longer.

“Alright, so Trixie just needs to evade them until she can manage to get off the train...but the bigger question is how in Tartarus did they find Trixie and get on board?”

Before Trixie could continue pondering things, a turquoise blur slammed into her and sent her flying. She just barely managed to catch herself using the suction cups, pulling herself back up. “What the-”

The turquoise blur slammed down on the roof of the train a few feet away from the mare, Trixie instantly recognized the mare as the same one she'd seen the night before. But...something was different.

Lightning Dust's eyes and face just seemed blank. Expressionless. Like she might as well be looking at a statue of the mare than a living breathing person. She didn't even seem flinched by the wind whipping around the train, like she didn't even feel it.

“What is your problem?!” Trixie yelled...right before having to duck under a punch from the mare, only to get backflip kicked back and needing to catch herself once with the suction cups. “...You're with them?!”

Instead of engaging in cocky, witty banter, Lightning Dust took off, showing no trouble keeping pace with the moving train or compensating for the moving battlefield. Trixie saw the attack coming this time and jumped, letting the wind and moving train do her dodging for her as Lightning Dust's drive by attack missed completely.

Trixie yelped and moved forwards as best as she could given she currently had suction cups on her hooves. She knew if she got hit with a few more strikes, she might go flying off the train. The showmare set off a firework in front of Lightning Dust to distract her when she prepared to come at her again, letting her make a leap to the next car and move forwards. “Leave Trixie alone! This has nothing to do with you!”

Lightning Dust's response was to dive bomb her again, forcing her to duck. Trixie was pretty sure she lost a few hairs at how near a miss that was. The mare still not saying a single word.

Trixie continued moving forwards and manifested several lightning clouds between the turquoise mare and herself, hoping to maybe stun her with a bolt. Instead, Lightning Dust expertly dodged the lightning and busted the clouds without getting shocked at all.

“Trixie needs to be able to move quicker or she's toast...” Trixie exclaimed, taking another dive bomb that sent her flying over the side. The mare barely managed to latch on to the side using the suction cups, struggling to keep herself from falling off with the roaring wind.

As she struggled to hang on and possibly pull herself up, she saw Lightning Dust prepare to dive at her...and then pull up sharply. “What the...oh horseapples.”

The azure unicorn managed to pull herself back up and flatten herself across the top of it, the top of a tunnel barely clipping her flank and ripping into the old mare's garb she'd been using to disguise herself (and still hadn't the time to discard). Trixie cringed and felt the area grow somewhat wet and warm. “Not good...”

She crawled her way up further on the train, wishing she'd fallen off the OTHER side of the train where it was open for other trains to pass by. Deciding being more mobile was a preferable trade off to being secure during a fight, Trixie made the suction cups vanish into thin air and replaced them with heavy chains she normally reserved for escape tricks. As the train emerged from the other side of the train, Lightning Dust was waiting and tried a dive bomb. While the heavier weights weren't quite as secure, they did weigh her down enough to let her move without being thrown off, allowing her to leep to the side and dodge.

Trixie magically conjured another length of chain and threw it, wrapping around Lightning Dust's leg and pulling down, using the fact Lightning was going in the opposite direction of the train's momentum to bring the pegasus crashing with a thud into the top of the train. “Haha! Don't underestimate Trixie the Magnificent!”

Unfortunately, it did little to keep the silent assailant down, and she was right back up. Trixie had to release the chain before Lightning Dust could pull her back towards her, resulting in having to duck under several whips of her own weapon. “Trixie should not be underestimating her opponents either!”

The showmare did the intelligent thing and dispelled the chain in Lightning Dust's hooves. She considered summoning some clouds to try and zap her attacker while she was grounded, but they were on the top of an occupied train. She heard another loud rumble and saw another train coming the opposite direction on the second track running side-by-side with the one she was riding.

Running as Lightning Dust took off, Trixie jumped from car to car and made some headway as the other train came up on them.

“Trixie?!” she heard somepony call from the other train, and stopped in confusion...until Lightning Dust flew straight up and did a loop, catching her off guard and launching her forwards. This time the turquoise pegasus pinned her down and attempted to punch her lights out several times before Trixie could recover and blast the pegasus in the face with an intense flash and kick her off.

Unfortunately for Trixie, Lightning Dust got right back up unfazed and prepared to continue the chase...when a rainbow colored comet slammed into the attacker and sent her flying. “Whoa! Lightning Dust?! What the Tartarus are you doing?!”

The azure mare blinked, staring up at the cyan pegasus with a rainbow mane who'd come to her rescue. “R-Rainbow Dash?!” she asked in amazement.

“Hey Trix,” Rainbow Dash replied, landing on the train and helping her up.

“Thank Princess Celestia...Not that the Magnificent Trixie is complaining, but what are you doing here?” Trixie questioned.

“Magic Cutie Marks, Cutie Map, long story,” Rainbow Dash replied, her expertise in dealing with high gs and wind showing in how little effort it took for her to endure the raging wind. “I'll explain later. What about you?...And what the Tartarus are you wearing?”

“Being chased by kidnappers! And Trixie is in disguise!”

“...They're not obsessed fanboys again, are they?” the cyan pegasus questioned, raising an eyebrow.

“No!”

Rainbow Dash was prepared to fire back with a quip...but stopped at how terrified Trixie seemed. “Alright, gotcha. Don't worry, I've got this...”

Rainbow Dash then had to duck and pull Trixie down with her as Lightning Dust dive-bombed them. “Geeze! Lightning Dust cut it out! Why are you even after Trixie anyway?! I'm the one who ratted you out! Not saying you didn't deserve it!”

The cyan mare did a back-flip and kicked the incoming pegasus in the jaw, knocking her back.

“You know her?” Trixie questioned.

Rainbow Dash nodded as Lightning Dust sat back up on the train roof. “Yeah. She's this pegasus I met once, a lot like me, only ya know, a lot less awesome in the ways that count...but something's off...”

The azure mare blinked, noting the suspicious look in Rainbow's eyes. “What?”

“Lightning Dust has a lot of flaws, but being mute ain't one of them,” the cyan mare replied, keeping herself ready to react. “She should be trash-talking me left and right, but she looks like a statue...”

Rainbow Dash took off and met Lightning Dust's charge, the two pegasi clashing with one another above the train like a pair of deranged humming birds. Trixie's eyes couldn't even keep track of them, but was stunned both had enough presence of their environment to stay above the moving train. The two continued attacking and evading one another until Lightning Dust managed to get behind Rainbow Dash and try to deliver a flying piledriver into the top of the train. Rainbow Dash elbowed her repeatedly in the ribs and managed to kick her off, pulling up just before impact and skidding to a stop in front of Trixie. Lightning Dust got back up, and prepared to take off right at them again...

“Duck!” Trixie yelled, seeing something up ahead. She and Rainbow pressed themselves against the roof of the train...but Lightning Dust just kept approaching.

“Lightning Dust! Behind you!” Rainbow Dash called, panic filling her voice. “Get down!”

The stoic, emotionless pegasus turned to look behind her just in time for the top of a tunnel to smash into her face and send her tumbling head over heels, coming to a stop right in front of them but not moving an inch. Rainbow Dash felt something wet and warm land on her face.

The moment they came out the other end of the tunnel, Rainbow Dash got to her hooves and rushed over to the downed pegasus. “LIGHTNING DUST?!”

The mare wasn't moving at all.

“Come on, don't do this! You're a jerkflank but I don't want you to...” Rainbow Dash shook her...then stared in blind shock at her face as the mare's head rolled over. “What the Tartarus?!”

Trixie blinked...then trotted over slowly, looking down and gasping in shock.

Lightning Dust's head was indeed damaged...but there wasn't blood, though what was there had streaks of red in it. Instead of bone and blood, there was metal and oil. Beneath what was once her right eye was a blue robotic (though inactive) optic. The metal skull had blue mana flowing through lines running along it.

“She's a machine?!” Trixie asked in disbelief. “But I just saw her last night! How could she be a robot?!”

“Did we just trot into Invasion of the Ponysnatchers or something?!” Rainbow Dash exclaimed, backing up from the robot that she'd believed was Lightning Dust, Trixie doing the exact same thing.

“...Those ponies,” Trixie gasped, a thought entering her mind. “They must have replaced her with this robot! Or turned her into a cyborg or something! That must be why they're after me!...Come to think about it, when I first saw them the Flim Flam Brothers suddenly vanished as well!”

Rainbow Dash slowly approached 'Lightning Dust' and moved her head, touching the metal...and reacting like she'd been burned. “Youch! That metal's hot! Geeze...”

Before she could turn around, Lightning Dust's head snapped up, looking Rainbow Dash in the eye. The cyan Pegasus jumped as a bright flash of light went off from the machine's eyes, the same exact type as the one Cover Story had used on the passengers earlier. Lightning Dust then fell back to the roof, unmoving and seemingly offline.

Recognizing it, Trixie gasped and ran over, looking at the cyan pegasus with a mix of fear and concern. “Rainbow Dash, are you okay?!”

Rainbow Dash groaned, rubbing her eyes. She opened her purple eyes and an aura of blue magic glowed around them, causing what looked like white colored magic to shatter off. “Yeah...ugh, felt like something was trying to worm its way into my head...”

“Thank goodness it didn't, I saw one of the stallions use a spell like that on the passengers before and it made them do exactly what he said...I wonder why it didn't work on us...”

Rainbow Dash looked unnerved. “Ugh, okay, I might be awesome, but this is 'save the world' level stuff, we need to go get Twilight and the others, fast.”

Trixie didn't need to be told twice and quickly got on the pegasus' back before the mare took off as fast as her wings would take her, leaving the train continuing on its path.

“Alright, promised you an explanation so here it is: I was asleep in my house, right?” Rainbow Dash asked, going as fast as she could without setting off a Sonic Rainboom. At least not until they were well ahead of the train. “And the Tree of Harmony decided to call me to the castle.”

Trixie did her best not to look down at the ground far below. Instead she just focused on Rainbow Dash. Instead of focusing on her hind legs dangling off several hundred feet up, she focused on the sensation of the cyan mare's racing heartbeat and breathing, keeping her eyes on the back of Rainbow's head. “The what now?”

“Oh yeah, long story short, we're kinda linked to the Tree of Harmony that the Elements came from, and sometimes it calls us with our Cutie Marks to solve Friendship Problems. In this case, it called me in the middle of the night to go to Rainbow Falls and that was kind of the weird part to begin with. It only called me. Every other time it called more than one of us. So I got on the train and headed out, but that's when it got really weird. Twilight sent me a letter with Spike saying how the location it decided to send me too had started moving. Thankfully, it looked like I'd meet it half way, which yeah, kind of did. Now what about you? How'd you end up with Mecha Lightning Dust back there after you?”

Trixie promptly explained everything that had happened. The Flim Flam Brothers suddenly vanishing, feeling like she was being watched, Cover Story and Gearshift attacking her in the middle of night, and finally them and Lightning Dust ambushing her on the train.

“So first the Flim Flam Brothers, then Lightning Dust, and now you,” Rainbow Dash replied, raising an eyebrow. “Yeah, definitely sounds like Invasion of the Ponysnatchers. I guess the Tree of Harmony sent me to find you and figure out what's before half of Equestria's robots...or aliens...or alien robots. Wonder if that crazy Starlight Glimmer's behind this. Replacing everypony with robots she could program to act the same isn't too much of a stretch...”

Trixie nodded slowly, then looked down sadly. “...Trixie just wants to be able to go home again. She can't believe she got ran out of it in the middle of the night...again.”

Rainbow Dash peaked back, noting how sad Trixie looked. “Hey, no worries, Trix. We save the world all the time! We'll kick these jerks' flanks and save Equestria, then you'll be right back to being a professional showoff, okay?”

The two shared a smile. “You mean like you wish to be, Rainbow Dash?”

Rainbow Dash chuckled. “Hey, can't say we don't like showing off, right?” she questioned. “...By the way, nice going making it this far by yourself. You're tougher than I thought!”

Trixie chuckled and gave a bow as best she could in her present situation. “Thank you! The Magnificent Trixie is many things, but weak she has never been!”

“Tell me about it, you're not even winded!” the cyan pegasus replied. She couldn't feel Trixie's heart racing or her breathing heavy. Though she felt rather hot.

“Well Trixie does pull her carriage all over Equestria! One could say she has been through endurance training most of her life!” the mare announced bombastically. She then remembered the blow she'd taken back in the fight. “Thought she was injured in that fight.”

“Don't worry, even if we can't take you to the hospital with these bozos after you, Fluttershy can handle it if you need help,” Rainbow Dash replied, giving a chuckle. “Trust me, she's tended to enough bruises of mine.”

The azure mare laughed, something that felt so good. After running for her life this entire time a laugh was very welcome. Before she could retort, both her and Rainbow Dash felt something odd. Trixie looked down to see Rainbow Dash's Cutie Mark glowing with a bright light beneath her leg and outfit. “Rainbow Dash, you're Cutie Mark is glowing. Since when does your Cutie Mark glow?”

“Yeah, that's what I meant about the Tree calling me. Kinda normal for us now...” Rainbow Dash explained. “It normally glows again when we've finished saving the day...wait a minute.”

“What?”

“It's not stopping. It should have stopped if saving you was what it sent me to do...I think we need to get back QUICK. Grab on tight and don't let go, okay?”

Trixie blinked and wrapped her hooves around Rainbow's chest. “Alright...”

“Good! Brace for Rainboom Speed!”

“Wait, what?!”

Lightning Dust lay unmoving on the roof of the train car, where the two had left her...but the oil had stopped 'bleeding' from her 'wound.'

'SELF REPAIRS COMPLETE.'

The mare's left eye opened and her exposed optic began to glow blue. She got up and looked in the direction her prey had taken off in. Rainbow Dash lived in Ponyville...

'CONCEAL DAMAGED COMPONENTS BEFORE CONTINUING PURSUIT.'

The artificial pony reached down and punched a hole through one of the windows, pulling out the curtain and wrapping it around her exposed mechanical parts. Flapping her wings, she took off after Rainbow Dash and Trixie without batting an eye.

“So Trixie went to the bathroom to check on her wound and get cleaned up?” Twilight Sparkle asked, the group gathered around the Cutie Map, which now had all six of their marks hovering at the castle.

“Yeah, poor girl's been through Tartarus from the sound of it,” Applejack replied, the orange Earth Pony looking in the direction of the bathroom. “And I don't think Flim and Flam deserve whatever happened to 'em neither. But are yah sure Lightning Dust was a robot?”

“Well she might have been a cyborg or something,” Rainbow Dash replied. “But I know what I saw, Trixie saw it too. Something seriously freaky is going on! I had Spike sent a letter to Gilda to keep an eye out in case they go after her too. She said she would but so far nothing weird up in Griffinstone.”

Fluttershy pinned her ears. “I sent one to Iron Will too, but he hasn't gotten back to me...this is starting to get scary. Oh, but Discord's okay, but he said he's busy transdimensional fishing with the Smooze.”

“Of course, unreliable as always...” Rainbow muttered.

“Well whatever is going on, darlings, doesn't change the fact poor Trixie has lost her home,” Rarity replied.

The cream colored pegasus nodded somberly. “Again...”

“She's right! How is Trixie supposed to have parties without a house to throw them in?!” Pinkie Pie asked. “Oh, and it got smashed by the Ursa before, so she's probably feeling really bad...”

Twilight gave a concerned look to the map. “And the Cutie Map went from only asking for Rainbow Dash to asking for all of us...it hasn't done that since Starlight Glimmer...something big is going on here...And this isn't Starlight Glimmer's style. Not if Lightning Dust was an exact copy and not 'equalized.' This doesn't make any sense.”

“At least it actually called you this time, Twilight,” Spike pointed out. “I mean we ran out of books. I didn't think that was possible!”

“I know! Isn't it great!...Other than the potential robot invasion thing...”

The six ponies and one dragon sat down in their thrones, thinking over the situation.

“...Um...Rainbow Dash?”

“Yeah Rarity.”

“What's that on your flank?”

Rainbow Dash blinked, looking back at her hindquarters. To her surprise, a black substance was stuck to her fur. “Ugh, oil. Probably got on me from when Mecha Lightning Dust got smacked in the head. Got a bit in my face too.”

Twilight blinked, looking closer at the oil on her face. “Hmm...there's some red pigment mixed in...perhaps if only their skin is pierced they have fake blood?”

“Uh, girls, you said oil came from those things when they're hurt, right?” Spike questioned.

“Yeah...”

“Look!”

The ponies all turned to follow Spike's pointing finger, looking to see a puddle of oil on the floor nearby, a drip of it heading off towards the bathroom. Unlike the oil on Rainbow Dash, this looked fresh. Everypony's hearts skipped a beat and they looked around in worry and paranoia.

“AHHHHHHH!”

Everypony jumped at the loud, terrified scream.

“That was Trixie!” Fluttershy gasped out.

“Lightning Dust! She must have followed us!” Rainbow Dash exclaimed, giving a worried look and taking off.

“Come on everypony!” Twilight screamed, all of them stampeding towards the bathroom as fast as their legs or wings could carry them.

Skidding to a stop, Rainbow Dash rammed the door down, splintering it to pieces.

“Rainbow Dash, I have a key you know,” Twilight pointed out in annoyance. “This IS my castle after all...”

“Whatever, Trixie, what's...wrong...”

Words died in everypony's throats at the sight on the other side of the broken door.

Trixie had stripped off her disguise to prepare for the now shower. But she'd never gotten in.

Instead, the mare was staring at her own hip in absolute horror.

There wasn't any blood. Instead of blood and bone, there was oil and metal. The silver metal beneath having lines of glowing blue running through it.

And despite this sight...Trixie was the one who seemed to be filled with the most shock and horror out of everypony in the room.

To be continued...

Piecing Things Together

Commission: MLP: Marionettes
Chapter 3: Piecing Things Together
By Kendell2
Commission by Alexwarlorn

An orange unicorn with a dark orange mane and tail, a golden eight-spoked wheel as her Cutie Mark sat in a dark room, holding a small wheel that appeared nearly identical to her Cutie Mark in her orange telekinesis. All but one of the spokes seemed composed of a different colored crystal, one lavender, one orange, one deep purple, one pink, one blue, one red, and one green. The final, middle one was composed of a blue crystal of some sort.

She produced a deck of tarot cards and spread them out on the floor. The wheel cast a rainbow-colored beam from its center, picking out three cards which she moved up to be on their own and began to flip over. The first card flipped was of Discord hovering on a throne with two ponies chained to it marked 15, The Devil.

The next card to be flipped was of a dark tower, marked 16, The Tower.

The final card was of a black skeletal horse holding a scythe marked 13, Death.

+++

The Mane Six stood in the throne room not far from Trixie (mainly because they all felt they needed to keep their eyes on her for one reason or another), all shell-shocked by what her wound had been revealed...and so was she.

The azure unicorn simply sat there, staring down at her hooves with a forlorn expression. It disturbed the ponies to see Trixie of all ponies so broken looking.

“...Okay...so...what do we do now?” Applejack finally asked, looking over at Trixie with confusion. “This ain't somethin' we've had tah deal with before...And given we're us, Ah reckon that's sayin' a lot.”

“...Look...I don't know what the buck is going on...but Lightning Dust was gunning for her and the Tree sent me to save her,” Rainbow Dash explained, giving a serious look. “Yeah, she's a robot or a cyborg...but last I checked the Cutie Map never sends us somewhere that doesn't need our help. And for all we know she might even be the Trixie we know turned into a cyborg or something. She at least thinks we're her friends.”

“But...we don't know...” Rarity started, looking for the right words. “The real Trixie might be kidnapped somewhere...We can't be sure...”

“...I think she needs a hug...” Pinkie Pie said in her innocent, straight forwards manner, looking over the depressed android from the distance.

“This doesn't make any sense. How could Trixie be a robot? How can a robot be that life-like when even the most advanced golems only have a rudimentary intelligence at best...” Twilight rattled off, looking a little twitchy...until Spike splashed her with a bucket of water. “...Thanks.”

“You're welcome!” the little dragon replied, leaning on the bucket. “Look, this sounds pretty freaky to me. I've read enough comic books to know that when robots start replacing ponies it normally means an alien invasion or something.”

“But Trixie's our friend!” Rainbow Dash replied, ever loyal. “And even if she's not Trixie...she sure thinks she is...Besides, I've read comics too, and I know the bad guys don't send a crazy killer android after another android that's still on their side!”

The Princess gave a sigh. “I know, but we don't even know if that IS Trixie or even what she was built for-”

“...Should it matter?”

The group collectively turned to the normally timid, shy pegasus of the circle, who looked mildly upset. For Fluttershy that was rather striking.

“Look at her...she's so sad...and she was so scared when she first saw that wound...” Fluttershy explained with a calm, but chastising tone they all knew so well from her. She looked over to Trixie, the mare remaining in her unresponsive state. “...Even if she's a robot and might not be the Trixie we know...she has feelings. She needs our help. Isn't that more important than what she is?”

The group looked to one another, deep in thought and with a mix of guilt and conflict on most of them, Rainbow Dash's face being one of disapproval...then they collectively noticed somepony was missing.

“What are you doing?!”

The group turned and noticed Pinkie had managed to seemingly teleport while they weren't looking at her and was now hugging Trixie.

“Hugging you!”

Trixie looked absolutely perplexed. “Why?”

“Because you looked upset!” the party pony said with blunt positivity.

The azure unicorn gave an angry glare.. “Of course I'm upset! I'm...I'm...”

Pinkie Pie made no attempt to separate her hug from the android, and just gave her a sympathetic look.

Trixie finally looked back to her exposed mechanical casing when it became clear Pinkie had no intention of leaving her be. “I'm...I'm just a robot! A machine!...How would you feel to find that out?!”

The mane six watched in surprise. Trixie not using third person or big, over the top dramatics was shocking in and of itself...but then they saw a few tears roll down her face. While Twilight thought a life-like robot being able to cry synthetic tears was logical...seeing Trixie cry?

“....I...I just want to wake up in my cart...and...and have my life back...I just want my life back...” the android whimpered, hugging herself, more synthetic tears flowing. “But...But I'm just a fake!” she sobbed. “I...I don't have a life to go back to...”

The pink party pony kept hugging her tight however. “You're not fake to me!”

“Well I should be!...It's how I feel...”

Fluttershy gingerly trotted over and sat down next to the android. “...You're upset...”

“YES! I just said that!” Trixie exclaimed, snapping around to look at her.

“Are you sad?”

“I...I...” Trixie looked prideful for a moment...then slowly nodded.

“Animals get upset and sad...ponies get upset and sad...but I've never seen something not alive get upset,” Fluttershy said in a kind even tone, getting a blink from the android. “...You have feelings. And...that means you must have a soul, because something without one couldn't have feelings. And having a soul is what makes something alive.”

The azure unicorn android looked dumbfounded. “I-I could just be programmed to act like I do...”

“...That's just not possible, Trixie,” Trixie turned, finding Twilight trotting over to them. “...Why would a robot intended to act like a pony be programmed to have a breakdown when she found it out? It doesn't make any sense. Fluttershy's right, a robot programmed to act a certain way wouldn't act like you are...In fact hold on a second...” The mare looked back to Spike and whispered something. The little dragon nodded, jumped down and walked off towards the library.

Applejack trotted over with a sigh, causing Trixie to blink and look her way. “Look, Trixie...Ah don't know much about technology. Shucks, Big Mac knows more bout math than Ah do. But Ah know the difference between a machine and somethin' livin'...Ah've sure seen Winona get upset but never our plow.”

“Trix,” Rainbow Dash said, trotting over and looking to her. “I'm not good at the sappy stuff, it's not my thing...at all...”

“Nope,” Applejack said simply.

“But I know the Cutie Map doesn't send us on false alarms!” Rainbow replied, putting a hoof on her shoulder. “It wouldn't have sent us to help you if you were just some robot. And it definitely wouldn't be sending us ALL to help you...and you at least think you're Trixie and we're your friends...I don't like giving up on ponies who trust me. Just ain't my thing.”

“...That's...noble...”

“Element of Loyalty, what would you expect?”

Rarity sighed. “I still don't know what's going on, darling...but I've never been partial to let a pony in need of help go without it...” she looked to Rainbow and gave a small, unsure smile. “It just isn't my thing.”

The android gave a yelp as the six ponies all hugged her. Her eyes darted around “...I...You six...You six...you're crazy!” Despite her statement, Trixie returned the hug and began sobbing. “You're crazy!...But you're my...friends...even if I'm...I'm not sure if...”

Letting the robotic pony cry it out (Twilight noting her tears were synthetic from a close up examination, but decided telling that now wasn't a good idea), the group didn't move from the hug until Spike returning interrupted.

“Got your book, Twilight,” the little drake remarked, handing a large book to Twilight.

“Book?” Trixie questioned as the hug broke up.

“'How to Tell If Your Creation Is Sapient for Dummies,' it's a book Princess Celestia told me I should really look into after a...hasty decision I made,” Twilight explained, looking guilty in Pinkie's direction for a moment. “And it actually ties into what you just said...” the lavender Alicorn explained, looking through the book. “Okay, here's the question! Answer truthfully, okay?”

The android blinked, but nodded.

“...Why are we your friends?”

Trixie put a hoof to her chin. “...Because...because you forgave me for the Alicorn Amulet...because you trust me after that...or at least I remember you do...And that means the world to me...”

“That's a good answer, but think more feelings than events, okay?”

The android looked deep in thought. “...I feel...good around you...warm...safe...It's why I chose to come here and look to you for help...Ugh, I'm not used to being all sappy!”

Twilight gave a simple, warm smile. “Congratulations, you pass.”

Trixie cocked her head in confusion. “Pardon?”

The Alicorn turned the book to show a step, pointing to it with her hoof. “'One of the biggest proofs of sapience is the ability to answer questions with no clear-cut answer. A preprogrammed golem or other such being without genuine free will cannot rationalize anything it is not explicitly programmed with. Asking a question that requires an emotional response rather than a logical one is a very good way to uncover the truth.'”

“That and who would program a TRIXIE robot to be 'sappy' at all?” Rainbow Dash asked with a chuckle and rubbed Trixie's back. “I think we're the only ponies who know that she has that side to her.”

Trixie stood there for a moment, face unreadable...until she gave a small smile. “...Thank you...I...I guess maybe in some sense...I am real...but I'm still not sure if I'm Trixie...” she said looking down at her hooves.

“I actually have an idea how to check if you're her or not...” Twilight replied. “Do you trust me?”

The android blinked. “Um...yes...so long as you're not going to cut me open...I've had nightmares...” Trixie shuddered. “Which given recent events, likely weren't just nightmares...”

The Alicorn replied, giving a reassuring smile. She then cast a spell, a beam scanning over Trixie. “Hmm...a normal scanning spell picks up nothing different from a normal pony. Then again I wouldn't expect them to make it too easy to uncover...”

Twilight cast another spell, causing her eyes to glow. She then cast a more intense spell on Trixie.

“I am uncertain about this!” Trixie replied, now glowing in Twilight's magic.

“Don't worry, this is just a deep scanning spell combined with an x-ray vision spell,” Twilight replied, finishing what she was doing. She then projected a blue grid into the air via her magic, the same spell she'd used to explain Flutterbat's existence. She then focused and an image of Trixie appeared. “Alright...now...”

The image of Trixie flickered and revealed a mechanical silver pony with blue optics, her limbs having a similar structure to a pony's leg bones, as was the skull, but her body having metal plates covering most everything but the joints (which were covered with a black material) that seemed to pull double duty for keeping her skin in its proper place and protection of hardware. While the skeleton clearly was intended to appear equine, it was more bulky than the normal pony's could be. The optics behind her normal eyes were the same as Lightning Dust's.

“Whoa nelly!” Applejack explained, the group all staring in shock at the image. “That's a big jump from anythin' Ah know.”

“That's what I really look like?!” Trixie questioned, blinking and looking back at her hip where her endoskeleton was exposed. She looked back to the projection with a look of awe...and terror. Uncertainity.

“Hmm...interesting...”

“What?” Rarity questioned. “Remember, darling, the rest of us aren't as tech savvy as you are.”

Twilight trotted up and looked at the skeleton, seeing two small holes in her back. “She has two holes were a pegasus' wings would connect to their skeleton...” she explained, tapping her chin. She then looked at the legs. “And the legs seem to have extra hydraulics and, for lack of a better word, 'muscles' that appear to be locked in place. I imagine the basic endoskeleton is modular. One endoskeleton that can be easily made into any of the three tribes. Quite fascinating...”

“Twilight! Not the point!” Rainbow reminded.

“Oh! Right!” the alicorn replied, giving a sheepish look. She then looked back to the skeleton and stripped away another layer of the scan to show mechanical insides, including wires, tubes, and a more equine inner skeleton. The head was full of wires, chips, circuit boards, and other such things, interwoven into a complex web of technology and machinery that seemed to be her brain. Her horn had a pink crystal at its base linked into a stick seemingly made of blue crystal with a phoenix feather at its very core. At the very center of her chest was a complex looking orb-like device that seemed wired to everything. “...I don't see any organics...so you're not a cyborg...but...”

Twilight trotted over and Trixie jumped as she touched her horn to the exposed metal on her hip and did a another scan, adding it to the projection. The wires all began to glow with a blue energy, except for the ones tied into her horn that seemed to glow the same pink as Trixie's magic color. The blue object in her chest, however, glowed incredibly brightly with blue energy. The one exception were several components in her head, which simply seemed dead and black...minus a very dull red glow. Twilight gave a gasp.

“What?!” Trixie asked, looking concerned.

“You...I don't understand...” Twilight muttered, looking closely. “Your...It looks like your horn is made from a magic wand, but the magic signature is completely identical to the Trixie we've known all this time...”

“So...what does that mean?” Trixie questioned, with a slight air of hope in her tone.

“I...I don't know!” the lavender Alicorn admitted. “...The strange thing is it looks like you run on a mana engine, but it seems to be giving a consistent output...even modern mana engines need recharging by unicorns...”

“So in other words: we're just more confused now?” Rainbow questioned.

“More or less...though one thing I can say...” Twilight replied, trotting over to the image. “Whoever built her, and likely the robotic Lightning Dust you fought, is clearly brilliant, and well-funded. Trixie's body is primarily composed of a mithril alloy!”

“Mithril?” Fluttershy questioned.

“Mithril is a magic metal, very rare and very expensive. It's extremely strong, but also very light weight. That does make it a perfect fit for a robot intended to emulate a pony but still be durable enough to survive activity and combat...but to be able to afford THIS much...” Twilight explained, looking lack she was racking her brain. “I've only seen a few guards with armor and weapons made of it, and normally those are elites who EARNED it.”

“That does explain how Mecha Lightning Dust didn't get her head taken off by that train tunnel,” Rainbow Dash admitted, remembering that nasty impact.

“...I'm not opposed to being composed of an extremely rare and expensive metal...” Trixie admitted, looking at the image and getting a prideful look that was much more reassuring on the showmare's face than the forlorn one she'd had before. “It feels very fitting.”

Twilight trotted around the projection, specifically the tubes that lead throughout the android's body. “There are tubes for oil throughout, but these tubes are for something else...for some reason they all seem to group up near the stomach in a circular fashion...”

Trixie blinked. “Why would I have a stomach?” she questioned.

“I imagine to emulate equines...but all the lines meet at your stomach, so that system likely has something to do with it...Fuel isn't needed, considering your mana engine and oil could only work if you drank it...I'm not really sure what that could be...”

“I do not drink oil...that I know of,” the azure android replied, then blinked, putting a hoof to her chin. “Unless I sleep walk to do it...”

“It's odd...but not the strangest part...” Twilight explained, pointing a hoof to the image of Trixie's 'brain,' specifically the dead portions. “These areas are inactive and looks burned, but mana is still heading along wires TO them...it's like your system is trying to activate them but can't...I wonder...”

+++

Lightning Dust landed at the door to Rainbow Dash's cloud castle and mechanically checked the door. It was locked.

Without missing a beat, she flew up and found a window, entering the structure and beginning her search.

Tank's head emerged from his shell, looking up in confusion. The android ignored the little tortoise without even an acknowledgment. Her eye fell on the Wonderbolts posters...and for a brief moment a ripple of anger appeared on her face before vanishing, like something trying to force its way to the surface.

Coming to the kitchen, she ran herself a few cold glasses of water and drank them while looking around to continue her search.

After searching for the open areas, Lightning Dust began methodically looking through the closets with no emotion, not noticing Tank following her. Finally, opening the last closet, she found no ponies, but a pair of black sunglasses. The android untied her head, exposing her mechanical eye and the damaged area around it. The tortoise gave a gasp and retreated into his shell at the sight.

Picking up and putting the glasses on to better cover her battle damage (pony sunglasses being rather large), she turned and looked out the window. Finally, her eyes fell on the Crystal Castle.

+++

Trixie eeped at Twilight touched a horn directly to Trixie's head, right where the bits of her 'brain' that weren't functioning sat. “I'm beginning to feel like a test subject...”

“Sorry, just your technology is so advanced I needed to use multiple different spells in order to get a clear picture of what's going on in there,” Twilight replied, looking genuinely apologetic.

Trixie blushed. “Well at least I have that to brag about...and being composed of mithril.” The android then blinked. “...At the risk of being scanned again, how can I blush?”

The Alicorn looked at the projection she'd made. “Looks like there's a light projector of some kind in your jaw. I assume that's what's doing it.”

Twilight then put her horn back to Trixie's head in a different spot and gasped after her scan was completed. “This magic signature...”

The Princess of Friendship turned and added the new data to the projection, causing the fried components to glow red. The grid flashed and the Alicorn Amulet appeared, glowing the exact same red color.

“The Alicorn Amulet?” Rarity questioned, the six ponies, one dragon, and one android staring in shock.

Twilight nodded. “I did some scans of it after we got it off Trixie. Those components are saturated in magic residue from it...Which means...”

Trixie's eyes widened. “I was the one who used the Amulet?”

“Well that answers that,” Rainbow Dash said...then blinked. “Wait, so Trixie was a robot that time?!”

“And possibly all the times after her,” Twilight replied. “So...we've been running into you this whole time?”

The group looked to one another in confusion. The Trixie they'd been interacting with a robot all this time and didn't even know it? It made them shudder to think about...except one.

Fluttershy gave Trixie a friendly nuzzle. “That means the Trixie that became our friend really was you.”

The android blinked in confusion and shock. Then slowly smiled and returned the nuzzle. “I...I guess...but that still raises the question of what happened to the real Trixie if I'm not her...I...”

“True...but I think I get what must have happened to you,” Twilight replied, looking deep in thought.

The group all blinked and stared at her in confusion.

“Think about it...the Amulet corrupts the mind of the wearer. Removes all inhibitions and makes its user into a megalomaniac...it must have damaged these components and rendered them unresponsive messing with Trixie's head...” the lavender Alicorn explained, trotting over and looking at the image. “The question is what are they?”

The azure android looked at them...then remembered. “They tried to show me some strange number code on a paper. They were surprised I didn't seem to understand it...maybe they were trying to trigger one of those parts of me?”

“Maybe...” Twilight put a pondering hoof to her chin. “...Maybe they're-”

Before the conversation could continue, a loud crash of breaking glass rang out. “That can't be good,” Spike muttered.

The door to the throne room was kicked open, Lightning Dust slowly trotting in. No more emotion appeared on her face at all, she merely looked around the room and saw Trixie. Without a word, she took flight directly at her, causing Trixie to backpeddle in surprise...

And Lightning Dash ended up being sent flying backwards by Bucky McGillycuddy and Kicks McGee.

“Hooves off her!” Applejack spat back, coming down from her apple buck.

“Careful! She might be like Trixie!” Fluttershy warned, concern clear in her tone.

Lightning Dust simply sat up and flew upwards, dive bombing the group repeatedly and dodging Twilight's attempts to cast a spell on her.

“Is there anything we can do to help her?” Fluttershy asked, taking cover behind the table of Friendship.

Twilight looked back to her scan of Trixie. “...I might have an idea! Hold her off! Trixie with me!”

Trixie blinked and followed Twilight to nearby door.

Lightning Dust attempted to fly after her prey, only to have Pinkie Pie be (somehow) revealed when the door slammed shut, party cannon at ready.

“Say hello to my partying friend!” the pink party pony exclaimed with a strange impression before firing, a burst of party supplies slamming into Lightning Dust dead center and sending her flying back into the opposing wall. Rarity quickly tried to control the curtains in her telekinesis to wrap the pegasus android up, but the turquoise pegasus merely spun around, ripping them out of the walls like a tornado before tearing them to shreds with a pegasus wing blade spell.

Applejack tried to dash in and attack, but had to dodge several wing blades. “Dang it! Since when can she do that?!”

Rainbow Dash flew in front of her and blocked Lightning Dust's next strike with the same type of spell. “Wonderbolt and Guard technique,” she explained, giving a glare and not taking her eyes off the android. “Which you have to swear to never use against an innocent pony when they taught us that at Wonderbolts Academy!” The cyan pegasus then blinked, having to dodge a punch from Lightning. “Wait a second, how CAN you use that? You got kicked out before we...ugh...why does my head hurt?”

Rainbow Dash held her head...then had to be pulled out of the way of another wing blade slash from Lightning Dust by Fluttershy (moving faster than any would expect the pegasus to move). “Thanks Shy!”

“You're welcome...” Fluttershy said with a kind smile.

Rainbow Dash returned to the fray and began basically sword fighting Lightning Dust with their wings. That was until they locked blade spells and Applejack dashed up, giving a buck to the pegasus' face hard enough to launch her into the ceiling.

Lightning Dust fell back down and landed hard on the ground, black shards of her sunglasses falling to the ground. She lifted her head, and everypony but Rainbow Dash took a step back in shock when her glowing blue optic stared through the hole in her shades.

“...That's just buckin' creepy,” Applejack remarked, before having to hit the deck to avoid another wing blade spell and Lightning Dust narrowly avoided several crystals and other objects being rapid fired by Rarity's telekinesis. The pegasus android flew up to dodge a blast of Pinkie's party cannon...and right into Fluttershy's Stare.

“Stop!” the yellow pegasus ordered. “If you're like Trixie I know you don't want to do this!”

The result was Fluttershy swearing she saw Lightning Dust's face become one of pleading suffering before her body seemed to FORCE itself to move forwards and take a very forced swing at her with a wing blade to force her to duck before bucking her back. It looked less like Lightning Dust had resisted the Stare and more like her body was moving against her will while her mind was trying to obey it.

+++

“Spoiled...are you certain we should do this?” Filthy Rich questioned, looking at the letter from a private boarding school inviting Diamond to come, signed by a Headmaster Masquerade. The boarding school looked fantastic, with qualified teachers, and great housing...but the father still looked uncertain.

“Of course, I mean it's such a great opportunity for our little Princess! It will be so good for her and Silver Spoon is going to the same place,” the older mare replied, putting a hoof on her husband's shoulder. “And it will go so fast you won't even miss her, trust me...”

Suddenly, a maid entered into the room, looking to her bosses. “Mrs. Rich. There are two ponies here for you.”

Spoiled gave her husband a kiss and headed to the door. “I'll be right back, dear.”

Opening the next door to the living room, the elder walked out to see Cover Story and Gear Shift standing before her. “Hello, you called for me?”

“We need to speak with you, Mrs. Rich,” said Cover Story, then showed her a piece of paper.

“...Leave us. This is a private matter,” the older mare said simply.

The maid politely bowed and trotted off, closing the door behind her.

Spoiled Rich looked at the paper, which had a 1-7-5-14-20 pattern written in golden text for a moment. She finally took what looked like a small spray bottle and sprayed it on the paper, causing it to fade and turn into 'AGENT.'

“Hello, agents.”

“Hello, Mrs. Rich,” replied Cover Story with a respectful nod.

“So, are you here to take IT away?” the elder mare asked with an air of disgust and upset.
“Finally we can get rid of that thing and get a real child...” she muttered.

“We're not here to pick up G4T03, Mrs. Rich,” Gear Shift replied, face becoming more emotional, but only slightly.

The elder pony snarled. “And why not? I've got the cover story already and was planting it in Filthy's head. She's not needed here anymore.”

“That's not our job, Mrs. Rich,” Cover Story continued.

Spoiled Rich gave a growl of fury. “Then why are you here? I thought I was finally going to be able to get back to enjoying my retirement!”

“We understand you are upset, Mrs. Rich,” Gear Shift replied, giving a respectful bow. “G4T01 has gone rogue and we're trying to locate and recapture her. We also have G4T08 searching for her in Override Mode, but lost her signal somewhere in Ponyville.”

“It's little surprise. We've been having trouble with our spy equipment in Ponyville since Princess Twilight's new castle grew...” Cover Story replied, getting a nod from his partner. “Its magic seems to interfere with our transmissions.”

Spoiled scoffed in annoyance. “I'm retired. I have no idea what any of the Generation Four Marionettes look like except the ones you've saddled me with.”

“My apologies, Mrs. Rich...” Cover Story replied, the black suited stallion producing a picture of Trixie and another of Lightning Dust.

The older mare looked closely at the pictures and pointed to Lightning Dust's. “I saw that one heading towards Princess Twilight's castle earlier.”

The two looked to each other in panic for only a moment. “Thank you, Mrs. Rich. We'll remind the others you're waiting for G4T03 to be picked up.”

“Thank you. See? That wasn't so hard.”

As the two left, Spoiled Rich headed back to continue her talk with Filthy...only to find Diamond Tiara poking her head out of her room. “Diamond Tiara? How much did you hear?”

“Nothing...”

Spoiled nodded, assured the little robot couldn't actually lie to her when directly questioned.

“Mother, who were those ponies I saw? The ones in the black suits?” the small foal asked.

Spoiled Rich blinked, noting something on her 'daughter's' face that made her pause. Less so than when the little filly had chewed her out in front of the entire schoolyard, but still disturbing. The foal seemed frightened. Almost like she was a young foal looking for comfort after seeing the boogieman. “...Old co-workers of mine...” Why did Spoiled get a cold chill down her back?

+++

“This isn't good...” Gear Shift stated as they left the Rich household. He took out a bottle of salt water and sipped it. “We'll need to call in a memory squad for clean up...”

“Only if the Mane Six have discovered what the target really is,” Cover Story replied, downing an entire bottle of cold salt water without looking buzzed. “But we need to get in and get out as quickly as possible. We haven't been able to get much intel of the inside of Twilight's castle and it keeps frying our surveillance equipment whenever we try to plant it.”

“Regardless, we need to hurry before she can tell them too much or G4T08 causes too much trouble.”

“Gear Shift?”

The duo turned, seeing a yellow Earth Pony mare with a blue and pink mane trotting over to them. “Sweetie Drops?” asked Gear Shift.

“Bon Bon, call me Bon Bon,” the Earth Pony replied, then gave a smile. “Long time no see.”

Gear Shift gave a sincere smile. “Same here. Hope you've been doing well.”

“Can't complain. I like Ponyville, is a lot better than fighting monsters on a daily basis...” Bon Bon remarked. “I'm a candy maker now.”

“Glad you've got a new job,” the black suited pegasus replied. Cover Story cleared his throat. “Sorry, we need to go, maybe catch up later?”

“Sounds good...”

As the duo turned to walk away, Bon Bon blinked. “Wait, Gear Shift. I thought the agency was shut down, why are you still wearing your suit?”

“Oh? This? I just got another job that requires black suits and sunglasses, Bon Bon.”

“Right...” Bon Bon blinked as the two headed off. Her look then became more suspicious. That was until she groaned, holding her head. “Why does my head hurt?...”
+++

“What's the plan, Twilight?” Spike asked, sitting on Twilight's back as the two were now in the castle library looking through books.

Twilight looked through several of her vast collection of books before finally pulling one on medical spells out. “Found it! Trixie, come here!”

Trixie trotted over to the mare. “Yes?”

“You remember how it felt to wear the Alicorn Amulet, right?”

Trixie gave a shudder. “Of course I do.”

“Good! Focus on that!”

The mare whimpered and backed up a little. “Do I have to?”

Twilight gave a sincerely sympathetic smile. “I know it's probably hard for you, but it might be the only way to save Lightning Dust.”

“...Fine...” the android replied, taking a deep breath and thinking back. Remembering the sense of power...the sense of strength...the sense of freedom, like all inhibitions were gone. Like nothing should stand between her and her desires. Like her inhibitions and restraint just burned away. The lack of empathy to anypony else...then the crushing guilt when it was taken away. The return of those inhibitions and morals. What she'd genuinely believed was the single most humbling experience of her entire life (and was until she realized she was an android). As she focused, Twilight began charging a spell...

+++

Fluttershy, ever the pacifist, kept an eye on her friends to pull them out of harms way if needed or merely distracting their enemy as Lightning Dust got back up from another party cannon impact. The android grabbed Applejack's leg as the farmer threw a punch at her before pressing her skin against the exposed, hot metal on her face. Applejack cringed in pain until Rainbow Dash gave the turquoise pegasus a flying kick off.

“You okay, Applejack?” Rainbow asked as the Earth Pony held her leg like it'd been burned.

“Yeah, but that metal on her head's hotter than a tin roof in the middle of summer!” Applejack replied, blowing on her burn.

“Yeah, I remember, it was hot before...”

Rarity managed to catch Lightning Dust off guard with a barrage of crystals, knocking her back, allowing Rainbow to do a flying punch and knock her on her flank.

Thankfully, before the battle could continue, a certain lavender Alicorn burst through the door to the library. “I've got it! Hold her!”

Trixie dashed out of the door way while manifesting several scarves and launched them, wrapping around the pegasus' limbs, Rarity using the remaining curtains to bind her limbs further while Rainbow Dash flew up used her wing blades to block Lightning Dust's own from slicing them. Applejack, Fluttershy, and Pinkie Pie held onto Lightning Dust's legs with all their strength.

“I'm sorry, Lightning Dust, this isn't going to be fun but it's the only thing we can do,” Twilight apologized in advance. The alicorn flew up and cast the x-ray vision spell and touched her horn to an exact part of her head while casting a second spell. Purple mana flowed from Twilight's horn into the wire her horn was directly on top of, flooding it with energy. For a moment Lightning Dust expression went back and forth between a complete lack of emotion and sheer panic.

Finally, Lightning Dust seemed to freeze up. Rainbow Dash, who was nearest to her head, heard a loud spark and crackle like radio dying. Twilight stopped the spell and Lightning Dust's emotionless expression dissolved into one of pure shock and horror.

Twilight panted, falling to her knees and sweating. “Are you okay, Twilight?!” Fluttershy asked, rushing to her side along with Rarity. Spike simply moved to her side

“Y-Yeah...” the Alicorn replied, looking drain. “Just a bit winded is all...”

The group collectively let go of Lightning Dust as she began to struggle in blind panic. The android looked down at her reflection in the cold crystal floor and tore off the sunglasses to fully reveal her robotic optic. She slowly brought a trembling hoof to the mechanical eye like it was an utterly alien piece of her. “What...what did those freaks do to me?!”

The group got the distinct feeling that if Lightning Dust was actually breathing, she'd be hyperventilating as she walked backwards in abject horror from her own reflection. “Why am I a bucking robot?!”

“Lightning Dust!”

Lightning Dust spun around and Rainbow Dash grabbed her by the shoulders. The pegasus found the sight of utter terror on the previously confident and cocky pony disturbing on principle...but also noticed a strange expression of...guilt when the mare saw who it was that had grabbed her.

“Lightning Dust, I know you don't like me and you're probably scared half to death but try to calm down and tell us what happened so we can help you!”

The pegasus android shuddered, seemingly too busy being horrified to be angry at Rainbow Dash. “I...they came up to me on the train I was on and showed me a paper with a bunch of numbers on it...” Lightning Dust explained, eyes wide as dinner plates. “Then...I just couldn't move and they called me G4T08. Told me to go after...G4T01 I think and retrieve her...and somehow I just knew that was her!” she explained, pointing a shaking hoof to Trixie.

“...G4T01...” Trixie muttered.

“...If she's 08 and Trixie's 01...Does that mean there's a 02 to 07?” Twilight questioned, putting a hoof to her chin.

“And...and my body wouldn't move...I couldn't do anything but go after her and fight Rainbow Dash when she showed up...I...” Lightning Dust fell to her flank, hooves to her head. The others looked horrified, realizing what that meant: Lightning Dust had been aware of everything the entire time.

“It's just like my nightmare...” Trixie muttered, unconsciously putting a hoof to her chest at the memory of being utterly helpless as those black suited stallions sliced her chest open.

“I...I thought I died...” she said in an utterly broken tone. She looked like a little bit of pride was the only thing keeping her from curling up into a fetal position. “I...I did get hit in the head by that train tunnel right, Dash?”

Rainbow Dash nodded slowly. “Yeah...”

“Then I woke up and...” the pegasus android put a hoof to her mechanical eye. “I still couldn't move by myself and I had this blasted thing! All I could do was come after you girls until...How...how did you...” she asked, looking to Twilight.

“It's a mana transference spell,” Twilight explained. “More specifically one used to recharge somepony suffering from severe mana drain. I realized what must have happened to Trixie: the Amulet's corruption must have burned out some kind of failsafe trying to counter it and reinforce itself...So I asked her to remember it and checked WHERE the power to those failsafes was located by finding where the power cut off when they tried to kick in, then used the spell to transfer mana into the wires feeding into yours. Since you run on a mana engine, it was enough to overload them and fry them.”

“Uh...Twilight, can yah put that in layponies terms?” Applejack asked.

Twilight gave an annoyed sigh. “I used a medical spell to overload her failsafes with mana after figuring out where those were with Trixie's help.”

Lightning Dust's good eye blinked and she looked to Trixie. The unicorn android turned and showed the exposed mithril on her hip with a still uncertain expression. “I'm a robot too...”

“So...so how did we even get like this?” Lightning Dust questioned, the pegasus touching her eye again.

“...We don't know...” Twilight replied with a sad sigh. “That's what we're trying to find out...”

“Great...” the pegasus looked down. “So I'm a robot somehow...great!” She kicked a wall. “First the Wonderbolts kick me out and now I'm a bucking robot!”

Trixie trotted over and put a sympathetic hoof on her shoulder, about to say something.

“Uh, girls?” Spike asked. “The ponies we're fighting are both wearing black suits and sunglasses, and look really really creepy, right?”

“Yes,” Trixie replied.

“They're coming to the door.”

To Be Continued

Confrontation

Six ponies, one dragon, and two androids rushed to a window and peaked out, seeing Cover Story and Gear Shift coming up to the castle, moving slowly and methodically with their steps in complete synchronization.

Both Trixie and Lightning Dust backtracked like they were scared to death. They then blinked and looked to one another.

“They...scare me...I don't know why...” Trixie admitted. “It's...like instinct.”

“Same here...and well, what they did to me,” Lightning Dust admitted, trembling a tiny bit despite trying to conceal it.

Twilight gave a worried look to the two. “Alright, Trixie; take Lightning Dust and hide in one of the rooms...there's several hundred.”

Trixie nodded. “Come on, Lightning Dust!”

The pegasus android gave a growl...but seemed to shudder when she tried to think of facing those two and reluctantly followed Trixie.

“Alright, girls, I'll try to get them to leave, but if I can't, I'll lead them here so you can ambush them, okay?” Twilight asked the others, looking around to her friends.

“Right!” was the reply as the other five ponies and one dragon got in position around the room.

===

Twilight waited at the door to the castle. The Princess of Friendship didn't know who these ponies were, but she knew enough of what they'd done to know she wasn't going to let them leave without getting answers.

Sure enough, the duo were quick to get to the door, and the door knob rattled and slowly twisted. Twilight decided to summon a feather duster with her magic and pretend to be dusting in a hallway.

The two slowly crept into in, looking around carefully before their hooves even touched the carpet. Twilight waited patiently until they closed the door behind them and started in before revealing herself, coming out from behind the corner in the most inconspicuous way possible.

“Hello?” she asked, holding her feather duster in her telekinesis.

The two remained stone face but took a step back.

“Hello, Princess Twilight Sparkle,” Cover Story replied, giving a ridged bow simultaneously his partner. “My name is Agent Cover Story, and this is my partner Agent Gear Shift. We are with the Equestria Bureau of Investigations.”

The two each showed a badge, which Twilight analyzed closely. Her eyes fell on the gold seal, which had no tarnish. Celestia perched at the top with her wings in front of the shield.

“I see,” the Alicorn said carefully. “And what do you need?”

Without warning, Cover Story's horn gave off a bright flash as it had on the train. Twilight shook her head to clear it, only for a lavender glow to flash over her eyes and shatter the white magic off it. 'This is that spell Trixie and Rainbow mentioned...'

The lavender unicorn merely looked up at them with as little emotion as she could manage.

“We are afraid your friend Trixie is suspected of committing a very serious crime. We're merely trying to take her in for questioning and she is making things worse for herself by resisting arrest. If she is here, please kindly bring us to her, your majesty,” Cover Story recited and bowed.

Twilight noted the manner in which he said it. Not ordering but trying to come up with a believable reason.

“I will take you to Trixie,” Twilight replied without much emotion, remembering Trixie's explanation of the train. She turned and lead them quietly towards the throne room.

===

“I didn't think we'd ever be the saps to use that spell on a Princess,” Cover Story whispered to his partner, giving a frown.

“I don't like it either...It's for the greater good,” Gear Shift whispered back.

“Here we are,” Twilight said, opening the door and leading them in...at which point Rarity's magic slammed the doors shut.

“What?!” Cover Story questioned as the Mane Six and Spike surrounded them.

“It's a trap!” Gear Shift gasped, the two standing back to back.

“Alright, time for some answers!” Rainbow Dash snarled. “What's up with Trixie and Lightning Dust?!”

Cover Story's horn glowed and he sent off the same mind magic spell he'd used, causing the Mane Six to shake their heads in confusion, but each had a different color flicker through their eyes and shatter the magic off.

“Those two are escaped criminals-” Gear Shift started...until Rainbow Dash took him off guard and punched him in the jaw. Cover Story kicked Rainbow back and helped his partner up. “What?”

“Enough with that stupid mind spell!” the cyan Pegasus yelled, getting back to his hooves.

“Those two are escaped criminals...” Spike recited in a trance.

“Spike! You know that's not true!” Rarity yelled, giving a gasp.

The little dragon shook his head and blinked. “You're right Rarity, I don't know what I was thinking.”

“So that's how it works,” Twilight noted. “Your spell can only convince somepony of something they can believe is true, right? You can't convince anypony of something completely illogical.”

“This isn't good, the spell is no longer working,” Cover Story observed, managing to keep his stoic demeanor.

Gear Shift rubbed his jaw. “But why? It always worked on them before...I hope the memory alteration will still work.”

“Look,” Twilight stated. “We know Trixie and Lightning Dust are robots.”

The two's expressions didn't seem to change, but they looked to each other. “They're simply machines, we were sent to retrieve them,” Cover Story answered. “Expensive, highly valuable prototypes that cannot be replaced.”

Twilight glared. “After evaluating them, I can say without a shadow of a doubt they're sapient. By the Equestrian Constitution, Article One, Subsection Three, they are as much ponies as anypony else!”

“They are simply incredibly life-like, Princess. They are in no way sapient,” replied Gear Shift evenly.

“Well I'm not taking that chance,” the lavender Alicorn replied. “As a Princess of Equestria, I hereby declare them under protective custody until that can be determined.”

Applejack blinked. “Yah can do that?”

“Only when I have good reason to do so. Which I do.”

The two looked to one another, then bowed. “Understood Princess, we will inform our superiors of your decision...” Gear Shift replied, preparing to walk out with Cover Story.

“Oh no you don't!” Twilight replied, telekinetically moving a bookshelf in front of the door. “Even discounting the fact those two are robots, you still used your mind magic on a train full of innocent civilians and attempted to use it on me and my friends! Not only that, but your EBI badges are fake!”

“We were authorized to use our magic to retrieve the robots, Princess,” Gear Shift replied, keeping his emotionless tone. “And what makes you say that our badges are fakes, your majesty?”

Twilight smirked. “Because my big brother is Captain of the Royal guard, and on the EBI seal, Celestia's wings go behind it not in front of it.”

The group closed their circle around them, forcing the two back to back.

“So who do you really work for?” Rainbow Dash questioned. “And what the buck is going on!”

Cover Story merely replied by unleashing a bright flash from his horn to blind the group. When it cleared, the two agents had gotten behind the group and moved the door blockage. Cover Story jumped on Gear Shift's back and the pegasus tried to take off down the hall.

“No you don't!” Rainbow Dash yelled, the cyan pegasus taking off as fast as she physically could. Gear Shift had entered the high-speed state he'd used to catch up with Trixie's cart...but Rainbow Dash was Rainbow Dash, and quickly closed the gap. She bit down on the fleeing pegasus' tail and pulled back, sending Cover Story flying from his mount and crashing to the ground.

“Let go, Miss. Dash, I don't want to fight you,” the agent replied calmly, trying to pull himself back. “You're invaluable.”

“Well guess what?” Rainbow Dash flew forwards, tail still in her mouth and threw Gear Shift down the hallway. “I want to kick your flank!”

Gear Shift caught himself and tried to fly back to collect his partner as he got back to his hooves, but Rainbow Dash cut the other pegasus off and kicked him back. He replied by catching her leg and throwing her into a wall.

“Gear Shift! Run! I'll get out of here on my own!” Cover Story yelled, a bit of emotion coming into his tone.

Gear Shift gave a look Rainbow admitted could easily be on her face and nodded. “I'll come back for you, partner!”

The agent took off with Rainbow in hot pursuit, flying out a window.

Cover Story turned back to find the Mane Six and Spike charging down the hallway. His horn glowed and he opened fire with energy blasts and stun spells, forcing them into cover behind various objects and doors. Rarity counterattacked by grabbing objects and hurling at him, forcing him to either destroy the projectiles or fall into cover.

Applejack grabbed a book and threw it as hard as she could at Cover Story, nearly hitting him in the head as she took cover from his counterattack. “Twilight, why don't yah put up a shield?”

“It took a lot of my mana to fry Lightning Dust's failsafes,” Twilight replied, looking a bit tired. “I'm still recharging. I can do basic magic but I'm going to need a few minutes before I can do anything too big.”

Pinkie jumped out of hiding and fired her party cannon, somehow managing to fall back into hiding with the large machine when Cover Story fired a spell in counter.

Not having any means of ranged attack (and being a pacifist by nature) and with Cover Story wearing undamaged sunglasses preventing the Stare, Fluttershy occupied herself with applying her knack for hiding to finding more stuff for her friends to hide behind in the fire fight if their hiding place began to erode under Cover Story's attacks.

The unicorn agent tried to fall back further when they were all under cover and then picked up his assault.

“Hey! Look at me!” Pinkie shouted, jumping out and doing cartwheels and other moves to dodge his beams, giving the others an opening to charge a bit further and find a closer cover position (with Fluttershy finding a few other objects to place down for that purpose) to continue the shootout.

===

Spoiled Rich sat in her outdoor area in front of the pool, specifically the lawn chair closest to the house (for easy access to hired help). She was simply relaxing in the sun as she waited for the moment she thought her life would become so much better. Her eyes went over to Diamond Tiara, who was getting ready to dive in with her 'friend' Silver Spoon. 'Of course the agency would bother making the Marionettes water proof. What a good use of bits...'

Her mind wandered back to the fear she'd seen on Diamond's face earlier...and what she'd chalked up to a malfunction at the time when she'd called her out at the school. Why would the agency have programmed the Marionettes to be afraid of the agents? 'Must have just been her childish fear protocol kicking in,' she thought with a shrug. The Marionettes were simply life-like machines, nothing more, nothing less. It was easy to forget sometimes when you lived with one.

“Come back here!” Rainbow Dash yelled high up above, catching up with Gear Shift and decking him in the face before getting kicked away again.

“What's that?” Silver Spoon questioned, looking up with a gasp.

“Looks like Rainbow Dash fighting-” Diamond trailed off, looking scared suddenly, Silver doing so as well when she recognized the agent.

Spoiled Rich just ignored whatever the ruckus was. Even if she had looked up to see Gear Shift, she wouldn't have acted. After all, she was retired. She was under no obligation to lift a hoof.

Rainbow Dash did a loop to pick up speed and tackled Gear Shift, slamming both into the roof of the Rich household with considerable force, enough to cause the structure to break and a large piece of it to begin falling.

Diamond Tiara gasped, seeing where it was falling. “MOMMA LOOK OUT!”

“What?” Spoiled asked, looking up just in time to see the broken piece of roof begin falling right for her.

Moments before it could crush her, she felt something slam into her and tackle her free of harm. The older mare had the wind knocked out of her from the impact and was struggling to catch her breath. She looked at the crushed chair, heart racing and turning her trying to catch her breath almost into hyperventilating.

“Ugh...who...” Spoiled asked, then went wide-eyed at the sight of 'her daughter' on top of her, having tackled her out of the way. “Diamond Tiara...you...”

“Momma, are you alright?!” the unknowing android asked, eyes wide with concern.

“I'm...I'm fine...” the elder mare stuttered, looking like she'd seen a ghost. “D-Diamond, why...why did you do that?”

“Because you're my mom,” Diamond replied, her confident and smug attitude returning...but Spoiled couldn't deny the worry still there. “I mean I'm STILL not happy about how you treated me and my friends...but well...you're still my mom...”

Spoiled looked like she'd seen a ghost. “But...but that's not...You're...you're a spoiled brat that only cares about yourself!”

Diamond looked insulted and scoffed. “Not anymore mother!...Mom, are you okay? You look sick...”

===

Gear Shift kicked Rainbow Dash off. “You do not know what you are dealing with, Miss Dash.”

“Try me,” Rainbow replied, standing back up. She'd apologize for the property damage later. “Just who am I dealing with?”

“I am afraid I cannot tell you that. It is classified information. Just know that we are agents of fate who help guide Equestria to a better future and we need our robots back to accomplish that.”

The cyan mare rolled her eyes. “Blah blah blah! You sound like Starlight Glimmer! I don't care if you're working for Princess Celestria's estranged daughter! All I know is you made Lightning Dust and Trixie's lives a bucking Tartarus and it's OVER!”

“They are not real, you needn't concern yourself with them,” Gear Shift explained, getting to her hooves...and getting bucked right back on his back.

“Talk about my FRIEND like that one more time and I'll knock the teeth out of your mouth!” Rainbow Dash yelled, giving a snarl.

Gear Shift caught another punch and flipped her, but she caught herself and flew at him, kicking the agent back. “It would appear my current speed is inefficient to keep up with you...”

The pegasus took a deep breath and his wings began flapping faster and faster, beginning to sweat and breathe faster. He took off at extremely high-speeds back towards the castle.

“What is it with you and running?!” the cyan pegasus yelled, taking off and chasing after him again, but this time finding it more difficult to actually keep up with him. He was almost as fast as she was. “Ugh, I hate it when the bad guy is hiding something!”

She finally caught up with him and grabbed him, but this time he was able to match her reaction time and catch her blow, punching her back, then flying around behind her and kicking her back down.

===

Trixie heard the various spells, crashes, and cannon shots going on, giving a sigh. She didn't like hiding...but she couldn't say Lightning Dust being left alone or taking part was a good idea. They'd made their way to one of the bathrooms. It seemed like a bright idea, given the castle had like twenty. Trixie admitted she was envious of Twilight for having such a beautiful palace.

After spending the entire time in awkward silence, neither really knowing much about the other...she finally got a pair of cups out of the cupboard and ran some cold water into them.

“Water?” she asked, offering one cup to Lightning Dust.

“Why? We're robots...” Lightning Dust replied crossly. “We don't need to do anything...”

“Well, I wouldn't say that...after every performance, I've been very hot and thirsty...” Trixie replied, taking a drink of her's...and finding herself slowly cool down. “I'm not Twilight, but I believe its obvious we have some use for it, or why would we have the need to do it?”

Lightning Dust hesitantly took it and drank it down. “...Why are you being so nice to me all of a sudden?”

“Because we're both in the same boat...”

“Oh yeah, we're both nonpony freaks!” the turquoise android replied, a hint of self loathing in her tone. “We're both made by Celestia-knows-who to do Celestia-knows-what! And chased by those two freaks! So yeah, we are in the same boat!”

“...I meant that we've both had our lives suddenly turned upside down...and...try as the others might...I think we're the only ones who can understand each other...”

Lightning Dust gave a blink. “What?”

Trixie looked at her exposed hip with a sorrowful expression. “We woke up thinking we were normal ponies...living our lives...only to find out we're not normal at all...” the azure android looked to her. “...But...I had somepony to talk me through it...and I'm still not sure of everything...you don't have anypony, do you?”

“...No...” Lightning Dust muttered, looking down. “...Rainbow Dash is the closest thing I remember having to one and she ratted me out to the Wonderbolts!...And I'm not even sure if that was real!” she exclaimed, turning and looking in the bathroom mirror at her mechanical eye, the solid blue glow reflecting back.

“...When did it happen?”

“...I don't know, a few months ago...I...ugh...” Lightning Dust put a hoof to her head. “I...I have trouble remembering it...it's almost like remembering it two different ways...”

Trixie put a hoof on her shoulder. “...And as far as we know, I was like this almost a year or two ago...”

“Well I guess that answers that then...” Lightning Dust lowered her head. She looked deep in thought, like she was trying to figure something out. “...You know...it's weird...I...I know she was right to do what she did...just...ugh! It's like whenever I thought about it before now somepony flew in and changed around what I was thinking!...Like I was trying to make one choice and my wires kept crossing and making me make another! Ugh...it...it makes me wonder if I was even me...”

“...Your failsafes just got fried, given what else they could make us do, it doesn't surprise me...” Trixie replied, then gave a genuinely sympathetic look. “...I know how you feel there too...I nearly took over Ponyville with the Alicorn Amulet...and the sad thing is...” The azure mare's face became the picture of guilt. “...The Amulet, apparently, fried all my failsafes...meaning everything I did with it was all me...But something my friends have taught me...is that you can change...And Fluttershy...she told me that if we can feel...we have souls...we're alive...and I think I believe her...so we do have choice...”

Lightning Dust didn't turn to look at her. “...I guess...Thanks...”

Trixie walked up next to her and looked at herself in the mirror. “You're very welcome...We reformed baddies, and robot ponies, have to stick together, right?” she asked, offering a hoof bump.

Lightning Dust didn't give a smile...but did return the hoofbump. “...Why are we hiding in here?”

“Because you were having an existential crisis and were in no condition to aid in fighting off our tormentors.”

The android gave a snarl. “Well...I'm not anymore...thanks to you...And if I have a choice...it's to finally bucking do what I feel like I want to do!”

===

Rainbow Dash received a hard punch to the jaw and was knocked back into a building, cracking it. She hated to admit it, but the pegasus agent was a better fighter than her, and without her big speed advantage it showed. Not to mention he seemed able to pick up speed very quickly, much faster than an average pegasus normally could. The cyan pegasus took off again to cut off Gear Shift before he could return to the castle.

“Hey flankhole!”

The two turned to see Lightning Dust flying full speed at them from the left...and doing a flying kick to Gear Shift, sending him flying back.

“Lightning Dust?” Rainbow asked in confusion at the android in front of her.

“...You were right...” was the only response she got as Lightning Dust hovered there.

Rainbow Dash blinked in confusion. “Huh?”

The turquoise pegasus turned her head, only the half with her good eye looking at Rainbow Dash. “...About the Wonderbolts...I think I've wanted to say that the whole time and...just couldn't...you did the right thing...I'm sorry for everything...And I don't know what I am, or who I am...or why I was built...but I know I sure as Tartarus want to kick this guy's flank nine ways to Sunday!” Lightning Dust exclaimed, turning all the way around and looking Rainbow Dash in the eyes. She didn't smile, but offered her hoof.

Rainbow Dash gave a smirk and took it, shaking it. “Alright.”

Rainbow Dash turned to look at Gear Shift as he recovered from Lightning's surprise attack...and noticed something. He was breathing heavy and sweating up a storm...panting... While it was natural that somepony doing this stuff would be (heck, she definitely was), he was definitely doing it much heavier than she was.

The mare got a devilish smirk. “But follow my lead, okay?”

“Alright...Lead Pony...” the turquoises android replied...feeling free, even though she just couldn't put her hoof on why.

“Impossible...Your optic is exposed why didn't you retreat...” Gear Shift muttered, looking at the two in shock. That expression worsened when he heard what they'd said. “We fixed that glitch...you can't remember...” He redoubled his efforts to reach the castle and escape them.

The two came at him...but this time, Rainbow Dash merely focused on blocking his path (he seemed to be trying to lose her and go back to his partner, which she had a begrudging respect for)...and putting all her effort into dodging his faster attacks rather than fight him. Lightning Dust fell in step and did the same, the two working like a well oiled machine to keep him from making headway back to the castle.

“Come on! You're gonna have to do better than that to get away from me!” the cyan pegasus taunted, dodging a punch.

“Don't you mean US?” Lightning Dust asked, dodging a buck. The two still took a few hits, but it was easier to evade when you were only doing the bare minimum to attack.

===

The group had continued their shoot out with Cover Story, with the hallway looking like the warzone it was. Applejack was currently messaging out a stun spell paralyzed limb with Fluttershy's help.

“Ugh! I finally finished fixing this place after the Yaks trashed it!” Spike complained, Twilight grabbed him in her telekinesis and held him up, allowing him to breath a surge of flame at the agent, forcing him into cover.

Pinkie Pie produced her party cannon again to fire...and Cover Story fired a beam right into it, causing it to explode.

Fluttershy pulled the stunned pony to cover. “Pinkie Pie, are you okay?!”

“Boneless, I know you miss Cheese Sandwich but he's throwing a party in Las Pegasus...” the pony said dizzily.

Fluttershy shot Cover Story a glare.

Twilight joined her in that expression. “Alright, recharged enough now!” the Alicorn exclaimed, jumping out and firing a magic beam right as Cover Story fired his. The beams of magic collided, but the Princess of Friendship's blast ripped straight through Cover Story's. The agent was taken off guard and sent flying backwards when the beam slammed into his chest, crashing through a door.

“...And that's why you don't make an Alicorn mad...” Spike commented as the group stared in shock.

===

Rainbow Dash and Lightning Dust dodged several more of Cover Story's blows (now taking turns), the Pegasus agent panting and wheezing. He finally managed to land a punch to the organic pony's face...only for Rainbow Dash to smirk as it finished (even though it hurt more than she showed).

“Looks like you're running on empty pal,” the cyan pegasus remarked, grabbing his hoof and flipping him over her shoulder. “Let me guess, special talent great for sprinting? You'd give me a real run for my money there! Too bad you were trying to win an endurance race!”

Lightning Dust gave a smirk, her exposed optic seeming to flash brightly. “Alright! It's payback time, jerk!”

Gear Shift panted, catching himself in the air, but being unable to defend himself against a flying tackle to the barrel, followed by Lightning Dust flying behind him and tackling him right back into a buck from Rainbow Dash.

He managed to catch himself before he could fall and looked around as the two flew around him like a pair of demented humming birds. His emotionless expression dissolved into panic. “Stop this! You don't know what you're doing! G4T08! You're a machine! Follow my orders! Manual Override: Code Cancellation!”

Lightning Dust felt like something in her brain was trying to click in but couldn't. She gave a smirk. “Yeah, maybe I'm a machine...but you know what I'm not?”

Gear Shift turned right in time to get decked in the face by both of them at once, sending his shattered glasses flying off his face.

“A self righteous flankhole like you.”

The pegasus agent fell unconscious and Rainbow Dash caught him on her back. She turned and gave Lightning Dust a salute. The mare returned it.

“You know what's weird? I feel like this is how it should've been all along...” Rainbow Dash admitted.

“You know what's weirder?...I kinda agree.”

===

Cover Story fired several beams while getting back to his hooves, but Twilight could put up a barrier now.

Realizing he was outmatched, the unicorn agent turned to make a run for it...only to be blasted head first into a cabinet's glass window by a beam of magic.

“You're not leaving, the show is far from over,” Trixie remarked dramatically, stepping forwards. “You still have to get to the Q&A section!”

“Trixie?! Where's Lightning Dust?!” Twilight questioned worriedly.

“...You talked me through this, I talked her through it,” the azure android explained, giving a smile. “She's helping Rainbow Dash with the other one.”

“Gear Shift?! G4T08 is going to help Rainbow Dash?!” Cover Story asked, pulling his way out of the cabinet, glass having cut into his head. His glasses had been knocked off, revealing his eyes were the exact same shade as Trixie's. “I have to go help...him...”

Cover Story blinked, looking at the hoof he'd held to his head...and finding it black instead of red. “What?”

The group stared in shock, Cover Story's head bleeding oil, just like Trixie's hip had. The unicorn looked in the reflective crystal walls and saw the now exposed mithril casing. He backpedaled like the wall was on fire.

“I'm...I'm a Marionette?!” he asked in utter horror. “It...It can't be...”

“...Plot twist!” Pinkie Pie exclaimed, spontaneously recovering from the cannon explosion.

“Why would one of 'em be a robot?!” Applejack asked, eyes wide as dinner plates.

“...Simple...how many ponies in Equestria would willingly do that job?” Twilight asked in realization. “If they are part of an organization, I doubt recruitment is very high...not with what they do. They'd need to make at least a few robots just to fill out the bare minimum needed to keep running.”

Cover Story's horror...suddenly seemed to shut off, his face becoming emotionless.

“G4EA072. IDENTITY DISCOVERED. RETREAT PROTOCOL ENGAGED.”

The stallion's eyes and horn gave off another bright flash, earning the same result from the mane six's eyes as his spell before. Spike looked dizzy and blank.

Trixie was only blinded for a second rather than dazed, and thus was able to hold Cover Story when he tried to run for it, but he simply ignored her and continued running.

“Ugh...” Spike muttered, shaking his head. “What happened?”

“The unicorn one's a robot!” Applejack exclaimed.

“He is?”

Twilight blinked. “You just saw it, Spike!”

The little drake rose an eye ridge. “I did? Last thing remember is we were in a fire fight with him...ugh, did I get hit with another mind spell?!”

“...That's important, but we need to look into it later! Now come on!”

Trixie held onto the other android for dear life. “You're not getting away, even if you are like me!”

The mare manifested some scarfs and tied up Cover Story's front legs, causing the agent to trip and fall. She grabbed onto his hind legs to stop him from crawling forwards as Twilight galloped up. “I want answers!”

“Twice in one day, this won't be fun!” the Princess of Friendship remarked, using the x-ray spell and finding the proper wire before touching her horn to Cover Story's head. Mana transferred and a loud sparking sound emitted, Cover Story gasping in shock like he'd suddenly woken up.

“I'm...I'm a Marionette...how...It...it can't be...it just can't be...”

“Hey girls! We caught the other guy!” Rainbow Dash announced, flying in with Lightning Dust triumphantly. Gear Shift had been firmly tied up and was being carried on her back, though the sudden stop jostled him awake. All three's expressions changed seeing Cover Story, Gear Shift turning his head to reveal dark blue eyes his now shattered glasses had been hiding. “Wow...didn't see that coming...”

“Gear Shift...how...” Cover Story managed to squeak out. “Did you know I was...”

“I...Cover Story...this...this can't be...” was the pegasus' stunned reply, looking like he'd seen a ghost.

Rainbow Dash turned a stern glare back to Gear Shift. “Not so easy to say he's 'just a machine' when he's your buddy, is it?”

Gear Shift didn't respond...he merely continued to stare in complete shock and disbelief.

To Be Continued.

Author's Note

Okay, because I know that there's going to be some confusion about this:

NONE of the Mane Six, CMC, Discord, or the Princesses are Marionettes.

In fact, there have been CLEAR foreshadowing about who's a Marrionette and who isn't. Namely, what they DON'T do. Here's a hint: look at the mentions of breathing or heart beating.

Just clarifying that.

Also, this is the Disc One Final Boss.

Conspiracy Unearthed

Twilight had never expected she'd have a reason to wish her castle had a dungeon. Then again, if it did indeed have one, she might have just not found it. Instead, Cover Story and Gear Shift were placed in magically manifested cage in the throne room...inside the strongest barrier spell she was capable of casting once her mana replenished from frying Cover Story's fail safes, along with a 'jam any form of communication' spell. The Princess of Friendship had already told Mayor Mare that the fight between Rainbow Dash and Gear Shift had been taken care of with the Princesses contacted and the guard didn't need calling (as Trixie had given them that warning that'd be a bad idea). It'd taken a lot of discussion to convince her, including making it clear Rainbow Dash hadn't started the fight and the stallion was impersonating federal officers rather than being them. The lights were currently turned down with a lamp pointed at the two agents.

Trixie and Lightning Dust both looked at their enemies intently, the former's exposed optic lighting up her face in the dark.

Gear Shift remained stone faced, but was clearly trembling. Cover Story, on the other hand, looked angry, conflicted...in some ways broken.

“Alright, fess up! What the buck is going on?!” Rainbow Dash demanded, glaring daggers at them with one hoof controlling the lamp.

“Is this all really necessary?” asked Twilight, an unamused expression.

“Pinkie and Rarity both got to interrogate somepony, let me have this!” the Element of Loyalty pointed out. “Besides, I'm in the Wonderbolt Reserves, so I'm the closest thing we have to a cop.”

“She has a point,” Pinkie Pie pointed out happily.

“Fine...where did you get the lamp?”

“Oh! I have them stored all over Ponyville in case of lamp emergencies!” the pink party pony exclaimed cheerfully.

“You will not get anything out of me, Rainbow Dash,” Gear Shift replied, but his voice had a slight tremble to it.

“Rainbow Dash? Not Miss Dash?” Rarity replied, her eye for detail showing itself. “You're a lot more shaken than you want us to believe, aren't you, darling?”

Gear Shift's eyes widened, but he tried to regain his stoic composure. Cover Story simply pulled a bottle of saltwater from his jacket and downed it, not looking at the heroes or his partner.

“I thought you did a search on them, darling...” Rarity commented to Twilight.

“I did...” Twilight muttered, pointing to a rather good sized pile of spy gadgets nearby. “It was hard to get everything off HIM with a metal detector spell because he's MADE of metal!”

“What do you want with Trixie?!” Rainbow Dash demanded, leaning in close to the barrier with the lamp. “And what's with all the robots?!”

“Why do you care?” Gear Shift questioned, evenly.

“Because Trixie is our FRIEND, that's why!” the cyan pegasus replied, her voice and face resolute. Cover Story's eyes went in her direction. “...And so is Lightning Dust.”

“...Thanks Dash...” the turquoise android replied, blinking in surprise.

“No prob.”

“...We're Marionettes...”

Everypony looked to Cover Story as he threw his emptied bottle away. Spike gave an annoyed sigh. “...I'm going to have to clean that up, aren't I?”

“Cover Story!” Gear Shift yelled, the agent looking shocked. “We swore we'd never tell anypony agency secrets!”

“You swore.”

The pegasus looked shocked. “What?”

The unicorn android glared at him with clear rage, making sure his exposed mithril casing was in plain view. “You swore. You chose. I was just programed to think I did. Or programmed to take it without knowing why...Tartarus, knowings some of the things the agency does, maybe you really didn't either...” he muttered, producing another bottle of saltwater. Gear Shift's face went pale at that possibility. The fact he didn't seem to have a counterpoint made everypony (and dragon) else in the room nervous.

“But...I remember you taking it...” Gear Shift stuttered.

“Yeah, and it's not like the agency hasn't given somepony fake memories to fit in a Marionette before, is it?” Cover Story asked, causing Gear Shift to take a step back. “So forgive me if their version of things sounds more appealing than the agency's and I prefer the idea I'm a pony instead of just a hunk of metal and wires...let's at least hear them out...” he spat, downing the whole bottle, seeming to realize he didn't need to actually breathe and thus not doing so. He growled and threw it away. “...At least we finally found out why I can't get drunk, even when I really want to. Saltwater is just coolant to me...”

Gear Shift gave a disturbed and troubled look. “It...it was for the g-greater g-good, Cover Story...” No pony noticed the Cutie Map flash faintly turn an angry red for a second, too focused on the two agents.

“...Then maybe you should just call me G4EA072.”

With that, Gear Shift couldn't look Cover Story in the eye any longer.

“Coolant?” Twilight questioned.

Cover Story nodded, turning his attention back. “The mana engines the G4 Marionettes run on cause heating problems, so they're programmed to seek out cold fluids when it starts getting too intense to be used as a coolant. The G5s are going to fix it.”

“Well that explains that,” Lightning Dust replied, drinking another glass of water, one of many she and Trixie had drunk since the battle. “What about food?”

“Food's just for appearances, or taste I guess. We get all the power we need from ambient mana in the air fueling the mana engine. We can use food for an extra power source if needed, but we generally don't...Now, let me ask a question...” Cover Story replied, producing a third bottle of saltwater.

“Why do you have so much saltwater on you?” Rainbow Dash asked, blinking in confusion. Pinkie Pie simply turned the lamp in the other direction for Cover Story's question.

“You try doing this job and not wanting to be buzzed half the time...not that I can even get that...” the gray android explained bitterly. “...G4T-...Trixie wasn't on the train when it arrived at Ponyville Station, so there's no way she could have beaten us here without help...How did you know where she was to rescue her? For ponies who barely know a thing about this, you seem to have unusually good timing.”

“Cutie Map told us,” Rainbow Dash replied simply.

The two agents looked at each other. “Cutie Map?” was Cover Story's response. The two hadn't exactly been in a position to take a good look at it, what with the huge showdown followed by the revolution, and being locked in a cage within a forcefield.

“Map the Tree of Harmony gave us that sends us on missions, came with this castle,” the cyan pegasus replied.

Twilight was about to reply they probably should have kept that their little secret...but then she saw Gear Shift's head shot up with a look of complete shock on his face.

“T-Tree of Harmony?” the pegasus agent stuttered, looking around the room before his eyes fell on the map, seeing the Cutie Marks of the Mane Six floating over the castle. “The T-Tree of Harmony gave you that map? It told you to save G4T01 from us?”

“Uh, yeah, that's what I just said, duh,” Rainbow Dash replied in annoyance, rolling her eyes.

Twilight, seeing an opening, used her magic to move their prison closer to the map. “Last night the Map told Rainbow Dash to go to Rainbow Falls, then the location started moving until she met Trixie half way and saved her. Now it's telling all of us to be here.”

Twilight then blinked, noticing something strange. Trixie's Cutie Mark suddenly appeared floating high above the castle, all of the marks blinking. Gear Shift's eyes went wide. “That's new...”

Trixie blinked, looking to her own Cutie Mark (well, the intact one anyway). “Trixie's Cutie Mark isn't glowing...then again, Trixie's Cutie Mark isn't real...let's save that existential crisis for later...”

“Maybe the Tree of Harmony is trying to tell us something?” Fluttershy asked, looking at it.

Twilight stared for a moment...then gasped as Trixie's Cutie Mark flew down and joined their own, the other six Cutie Marks seeming to form a circle around hers. “...I think it wants us to protect her.”

The Cutie Marks kept blinking.

“...Help her?” Fluttershy asked.

In response, the Cutie Marks stopped blinking and settled into place.

“I guess that's the answer...but why would the Tree of Harmony be contacting us like that now?” the Princess of Friendship questioned.

“...I think it's mad...” The room's occupants looked at Pinkie Pie, who looked at the map intently. “Isn't it obvious?” the mare asked, as if it was crystal clear.

“...Well her sister is Maud Pie...” Applejack pointed out. “Ah think we can trust her on this one...”

“N-No, why would it...” Gear Shift stuttered, backing away from the map like it'd burst into flames. “You must be getting it wrong! We've been doing its will! Why would it be mad?!”

“Doing its will?” Trixie questioned, Lightning Dust raising an eyebrow.

Suddenly, the Map began to pulse an angry red for a few moments, lighting up the dark room, before quieting down.

“...Okay, Pinkie's right, I think you guys clopped the Tree off,” Rainbow Dash replied. “And I didn't even know it could get clopped off...”

“...This...this doesn't make any sense...” the pegasus agent said, looking like Twilight when Celestia had arrived to chastise her over the Smartypants Incident.

“...Yes, it does...” Cover Story interjected, a look of realization on his face. “...Remember the Oracle?”

Gear Shift's face suddenly made Fluttershy think of Discord after he'd realized all the evil things he did working with Tirek had been for nothing. “No...She...she had to have been lying to get away...that's what the Director said...”

“Oracle?” Twilight questioned. Pinkie turned the lamp back at the agents.

“The Tree of Harmony's seer,” Cover Story explained, looking to Gear Shift as the pegasus seemed to be having a breakdown. “Her name is Gypsy, she came to us years ago...at least that's what they say. She sees visions from the Tree that we've been using to dictate our plans...but she's been saying the Tree of Harmony didn't sent her to us for that and was growing angry...we believed she was just trying to convince us to let her go.”

Trixie got a surprised look. “...Is Gypsy an orange unicorn?” she questioned.

“Yes...”

“Trixie has seen her in her dreams...”

“Crazy alien abduction machine coming down at you with her and two goons like them watching you?” Lightning Dust asked, blinking in confusion.

“Yes, exactly,” the azure android replied, looking at her wide eyes.

“I thought that was just me watching too many body snatcher movies...” the turquoise android muttered, giving a shudder.

Twilight ran over what had been said in her mind as Trixie asked her own question. While it was a good one, a bigger one than just what this mare looked like stirred in her mind. “'Get away?' Why would your oracle want to 'get away?'”

“...Because we don't let her leave,” Cover Story explained, seeming to have no delusions about what he was saying. “I think she hasn't left our HQ for as long as either of us can remember...”

Rainbow Dash's response was to slam both front hooves into her face. “So you're holding the Tree of Harmony's bucking seer against her will when she tells you to your faces it doesn't like what you're doing and you're surprised it's clopped of at you?!”

Rarity put a hoof to her chin. “But if it's angry with you, why keep sending her visions?”

“S-She said...she said 'a rabid dog is safer on a leash'...” Gear Shift finally spoke. He backed up to the corner of his prison, shaking like a leaf. “If...if she was telling the truth...then that means...all the things we did...they...we have to tell the Agency!”

“...They didn't listen when the Tree told them to their face through the Oracle, why would they listen to us, partner?” Cover Story questioned. “Let's face it...they didn't listen...WE didn't listen because we didn't WANT to listen.”

“W-We can bring them here! Show them the Cutie Map!” the gray pegasus said frantically, looking desperate.

“So they can try and force it to show them what they want to see like they did her?” the android agent replied. “Why should we think they'll do anything different?”

“...Zealots tend to become more fanatical the more their views are threatened,” Twilight lamented, remembering Starlight Glimmer. False Cutie Mark or not, Starlight was a zealot if there ever was one. “...What ARE your beliefs exactly?”

Gear Shift fell to his haunches, looking broken. “...To safeguard the path of Fate by any means necessary...To ensure the brightest future for Equestria...To do what's best for its protectors.”

Cover Story looked to the group. “...We've been trying to ensure that Gypsy's visions go one hundred percent accurate, among other things...no matter what we had to do...”

“But...but if the Oracle was telling the truth...we've made a terrible mistake...” Gear Shift muttered, not raising his head. “...'Many are the paths of fate, both good and bad. We cut our own path with our choices, to deny choice is to deny fate'...She told us and we wouldn't listen...”

Twilight then had a horrible realization. “...Just what HAVE you done to ensure that?”

Cover Story looked to Gear Shift. “I don't know about you...but without my fail safes screaming 'don't think about it' in my head like I'm sure they have, it's starting to really sound like we're the bad guys here.”

The pegasus agent looked over to the Cutie Map. He noticed it flash red. “...Please...tell me, what do you want me to do?” he pleaded, sounding desperate. It reminded Twilight of her and Celestia at times.

Gear Shift's eyes went wide as his Cutie Mark appeared in the map (though his own did not glow) and joined the others circling Trixie's.

The pegasus' face became one of guilt. “...Do you have a yearbook for the School Gifted Unicorns from Sunset Shimmer's year?”

Princess Celestia sat in her room peacefully, sipping tea, when a wisp of green flames came through the window and manifested into a scroll. She gave a smile, picking it up in her telekinesis, she opened it and began reading...her eyes going wider and wider as she kept reading.

Her tea cup fell to the floor and shattered.

The two agents flipped through the pages of the yearbook, the lights back on.

“So, when are we telling Princess Celestia about this?” Rainbow Dash questioned.

“I already sent her a letter, but the letter that came back said she couldn't write openly where she was and she'd contact me with more information as soon as she could...” Twilight replied with a disturbed expression. Celestia had never delayed a message like that before...

The duo finally stopped their search and handed the book back through the bars and barriers. “Say hello to Generation One Trial Series 01, or G1T01 for short,” Cover Story explained.

The entire group gasped, especially Trixie. The image in the book had a different mane style, but there was no mistaking it. The pony in the book was the spitting image of Trixie herself. “It's Trixie...”

“...Not exactly...” Gear Shift explained, voice still shaking. “..The Director believed that the AI would work for what we had planned for you, so they just put it in a Generation Four body and wiped the memories...”

“Wow...I need to remember to put more candles on your birthday cake for your party, Trixie!” Pinkie Pie commented, producing one of her 'party files' that were normally kept in her 'party cave' beneath Sugar Cube Corner and doing some editing.

“Indeed...Trixie is older than she thought...” Trixie admitted, but showed clear shock. She gave a shudder at the knowledge an entire portion of her existence had been wiped from her memory.

“And this agency has been active for much longer than I thought...” Twilight said, looking shocked...and a little scared. The others' expressions were similar.

“The agency noticed Sunset's growing arrogance and pride, recognizing it as something that could make her a danger rather than Equestria's new savior as everypony hoped...” Gear Shift explained. “Our prime directive was to ensure Equestria's heroes would be able to defend it. So G1T01 was created to humble her. To be a rival she'd have to work to overcome rather than conquering every challenge she faced with ease, thus the Trial in the name...it was a miserable failure. The G1 Marionettes lacked the mithril armor and the mana engines, so they had to rely on manual recharging. G1T01 had the power to challenge Sunset, but burned through her energy reserves too quickly to keep up and couldn't take the damage their confrontations naturally resulted in, so it did little more than boost her ego more.”

“Okay...I hate to say I see where you were coming from...but I see where you were coming from...” Twilight begrudgingly said, feeling like she was just being shown the tip of the ice burg. “Sunset really did need her ego popped, but making a sapient being just to do it is completely wrong.”

Trixie frowned sadly, pinning her ears. “...Trixie isn't very happy to learn that is why she was born...She was just a thing to pop someponies ego?”

Twilight put a wing over her back. “And that's exactly WHY it's wrong...you're a person, you shouldn't be born to be a tool.”

Trixie gave a shaky smile. “Thank you, Twilight...Although...”

The Princess of Friendship blinked. “What?”

The android suddenly got an excited smirk. “It just occurred to Trixie...if she's a robot who can get new bodies when needed, that means she's immortal!...Trixie has always wanted to be immortal!”

Twilight simply gave a small smile and rolled her eyes.

Cover Story cleared his throat, or at least made the sound of it. “It wasn't until the Oracle came that our current plans were made...She told us that an event was soon to happen at Cloudsdale that would change fate forever and we should witness it. The first three G3 Marionettes had just been created, so it was seen fit to deploy them to take a look up close and personal...as well as try to humble and teach compassion to a young pegasus who seemed to have all the talent in the world to become a bright beacon for the future but an ego that made us nervous...”

As they spoke, Rainbow Dash's face grew more and more horrified. “No way...that...that can't be!”

“...Dumbell, Hoops, and Score. G3T01, G3T02, and G3T03...” Gear Shift explained, giving a sigh. “Yes, those were Marionettes...we put them in adult bodies to use later after realizing how important you might be...After they ended up triggering the Sonic Rainboom, that's when our leader began to believe it was our job to enforce fate, not just help it along as the Oracle said...in addition to teaching heroes lessons and humbling you as we'd originally intended.”

The cyan pegasus looked horrified...then furious “So...so the reason Fluttershy and Gilda were getting picked on was because you jerks made bullies TO pick on them?!”

“Not us, we weren't around then, but the agency, yes...Honestly I thought you'd be angrier that we made your Sonic Rainboom happened...” Gear Shift admitted, giving a blink.

Rainbow Dash scoffed. “Yeah right, did you strap rocket thrusters to my flank to make it happen? No. I'm more clopped off my friends got hurt! I mean yeah, I had an ego, but take that out on ME not on them!”

“Had an ego?” Applejack questioned, trying not to look as disturbed as she was, getting a flat look from the pegasus.

“...So, that's how you chose to do all of this...what did you do to 'enforce fate'?” Twilight questioned.

“...Brainwashing, more Marionettes...false memories...You name it...” Gear Shift explained, his face becoming racked with guilt and eyes going back to the Cutie Map. “All doing what we thought the Tree of Harmony wanted and making sure you all learned your lessons and didn't end up like Sunset Shimmer...among other things.”

“...Darlings...did you...brainwash us?” Rarity asked in horror. The rest of the group's expressions quickly joined hers.

“...Yes...we did. The spell is called Reflection Deflection, it can alter or erase memories, but anything but short term memory loss or hypnotic suggestion requires a team of unicorns to perform.”

The group shared a look of horror and violation. Their memories...their choices. Had been tampered with. The thought made them all pale. It was Trixie and Lightning Dust's turn to put a hoof on shoulders in comfort. Both of them surprised themselves in the process.

“...And for one of those...I think I owe you an apology, Rainbow Dash, G4T-...Lightning Dust...” Gear Shift admitted. “...Especially because I was personally involved...”

The two pegasi looked at one another in confusion. “What did you do?” Rainbow Dash questioned, narrowing her eyes.

“...We decided to create a Marionette for the purpose of teaching you an object lesson about standing up for your beliefs at the Wonderbolts Academy...and it worked...but...” Gear Shift couldn't look her in the eye. “...Lightning Dust didn't get expelled...She thanked you for popping her ego and humbling her...but that wasn't what was 'supposed' to happen. We couldn't have a Marionette being a Wonderbolts hopeful or your close friend...So we altered your memories and rewrote hers...the Wonderbolts and other students too. I was in charge of that operation...I'm sorry.”

The two pegasi stared in shock and horror. “You WHAT?!” both asked simultaneously.

“...I thought I was doing the right thing...I thought I was ensuring everything went as it should...” the agent looked down at his hooves. “...Maybe how things went originally was really the best way and I turned it into something worse...I'm sorry, I didn't know...”

“So...so those dreams weren't dreams?” Lightning Dust questioned in shock.

Rainbow Dash's eyes became filled with anger...then cringed and gave a cry of pain. “Ugh...my head...”

“Rainbow, what's wrong?!” Twilight asked, rushing to her side, the others joining her quickly.

Rainbow Dash stood with her leader pin, Lightning Dust next to her with a wing pony pin. The two were standing with the other cadets back at the Wonderbolts Academy.

“You sure you're gonna be okay with this?” Rainbow Dash questioned.

The turquoise pegasus nodded, looking much more humble. “I was out of control up there. You did what you were supposed to do: let somepony know about it.”

Rainbow Dash's eyes opened wide. “What...what was that?”

“The memory altering spell breaking down is known to cause headaches,” Gear Shift explained. “It can only effect memories that the victim aren't aware are fake, so it begins breaking down when they realize it.”

“Well...NOT COOL!” Rainbow Dash yelled. Lightning Dust's expression matched her.

“...I know...” Gear Shift said, lowering his head apologetically. The group was not comforted very much by this knowledge. Quite the opposite in fact.

“At risk of sounding paranoid...because I believe I am...” said Rarity, stepping forwards and taking a deep breath. “Just how many Marionettes are there?! Who's one?!” the mare asked, going into her hysterics. “Are our families real?! Is Sweetie Belle a robot?!”

Cover Story shook his head. “No, she's not, Miss Belle...”

“...Gilda?” Rainbow Dash asked with dread in her tone. She gave a sigh of relief when he shook his head. “...Wind Rider?”

“No...I'm afraid that was a shock to us too. We had nothing to do with that...I know it may be difficult to believe me, but we're not responsible for every jerk you've run into.”

Rainbow Dash kicked the wall in anger. “Buck!”

“Before you ask, Nightmare Moon, Discord, Chrysalis, Sombra, Tirek, and Starlight Glimmer are all very real,” Gear Shift said preemptively.

“What about Garble?” Spike questioned, getting in on it.

“...I suppose a list might be in order...”

[=Weapons Factory – Super Mario RPG=]

A unicorn mare sat at a desk in a bleached white, sterile looking room with a large picture window showing the sky behind her which seemed to be moving. The only other details one could find were the white desk she sat at and a large painting of a blue crystal tree on one of the walls. A Neighton's Craddle clacked monotonously at the desk next to a nameplate labeled 'Director,' being just off the beat enough from the clock's ticking to sound like an echo. The mare herself had completely white fur and an onyx black mane and tail done up in the same style as Cover Story and Gear Shift. She wore an identical black suit, the only difference being the golden pin on it. She also wore black glasses, the only difference being hers had pointed edges. The only other unique feature in her appearance were the featureless black shoes she wore.

The unicorn's horn glowed white as she took a paper from an 'In' bin and put it on the table in front of her, read through it, stamped it, and placed it in a 'Out' bin. The took another from the In bin, looked over it, stamped it, and placed it in the Out bin. Over and over, forming an almost mechanical rhythm with the cradle and clock ticking. As this continued, the mare's expression remained stoic and emotionless. Even bereft of boredom or annoyance. One might as well have been looking at a statue instead of a living, breathing being.

This monotonous drone continued for several moments before the door swung open and another, blue furred agent with a crescent moon Cutie Mark was drug in by two others, all dressed identically to Cover Story and Gear Shift.

The blue stallion was set before the mare.

“Director Masquerade, we-”

The mare held up a hoof, but did not look in their direction. Instead, she openned desk drawer and methodically flipped through the files with her telekinesis before finally levitating one out and placing it before her. “Agent Crescent. You recently allowed a Changeling to escape. You also failed to perform the Reflection Deflection spell on the ponies they had interacted with. Why?” the mare asked, her speech an almost mechanical monotone. She seemed to have an accent of some sort, one that just felt strange. Putting the accent on the wrong syllables. That is if it was an accent and not a speech impediment. She didn't look directly at Crescent, merely slightly tilted her head up as if she was peaking up at him.

The stallion tried to remain stone faced. “Director, the Changeling wasn't harming anypony...they seemed to be just trying to live. The other ponies knew he was a changeling and said they shared their love with them to sustain them. I didn't feel it was right.”

The Neighton's Cradle finally came to a stop. Masquerade slowly rose from her chair and trotted over to Crescent, her hoofsteps sounding almost stiff and ridged. The agent shivered as she looked at him from behind her black glasses, expression never changing. “Did you report this to your supervisor? Before acting on your own.”

“N-No, Director...”

“Why?”

“I...I didn't think they would believe me...”

“I see...”

Masquerade took off her sunglasses, revealing icy blue eyes that made Crescent tremble. Not because of malice. Not because of anger. But because of nothing. He felt like he was looking into a doll's eyes. Her blinks came, but they were few and far between.

“Agent Crescent. You are a simple field agent. Not an elite agent and not a supervisor. It is not your job to make such decisions,” the mare recited, never once slipping out of her ridged, emotionless manner of speaking. “We are all cogs in a machine. Each cog must do it's job without fail or falter. If a cog is not doing its job. If this is not so, the entire machine falls into disarray and fails.”

“I-I know, I just-”

“Cogs that do not function as they should must be repaired. Or replaced.” Masquerade looked to one of the other agents. “Take him to the re-education room.”

“Yes, Director,” the agent replied, dragging the stallion off without any change in his expression.

“No! Not that! Please!” Crescent begged but received no mercy, merely being dragged away.

Masquerade watched these events without a single change to her expression. No hint of malice or sadism graced her expression. She replaced her glasses and turned her head slightly to the other agent. “How are Agent Cover Story and Agent Gear Shift doing on their mission?”

“They sent G4T06A and G4T06B back last night, director,” the agent reported. “They also reported they discovered G4T01 and are pursuing her.”

“Good,” replied the white mare, methodically trotting back to her desk without looking. If she felt any satisfaction from that report, it was impossible to tell. “We can begin Project: Siege soon. Alert me if any more details come out. And send a new agent to deal with the Changeling sighting, properly this time. We cannot permit Equestria to learn the Changelings are still at large. Not yet.”

“Yes, Director.”

The agent left, returning the room to it's solitude. Masquerade pulled back the Neighton's Cradle and let it swing at just the right moment to echo the clock's tick, and resumed her paperwork as if nothing had transpired.

The group stared down at the list they'd received of all currently active T-Series Marionettes, Spike sending a copy along with the other information they'd gained to Celestia as well.

G3T01- Dumbell
G3T02- Hoops
G3T03- Score
G4T01- Trixie
G4T02- Silver Spoon
G4T03- Diamond Tiara
G4T04- Jet Set
G4T05- Upper Crust
G4T06A- Flim
G4T06B- Flam
G4T07- Iron Will
G4T08- Lightning Dust
G4T09- Suri Polomare
G4T10- Svengallop
G4T11- Trail Cutter
G4T12- Well to Do
G5T00A-G- King Long Horn and his gang
G5T01- Unknown.

“...Am I the only pony not surprised Well to Do was a robot made to be the bad guy?” Rainbow Dash questioned, finally breaking the resulting disturbed silence.

“Why?” Lightning Dust asked, cocking her head as Trixie looked over the list of their 'siblings'.

“He was a Captain Equus villain!” Rainbow Dash replied. “Right down to the 'destroy nature for no reason!' thing.”

“In our defense, that scheme was meant more to humble the deer than do anything to you...” Cover Story admitted, sheepishly.

“But on that note, what the buck are those two...former bullies doing being robots?!” Rainbow Dash asked. “They were causing our sisters trouble, not us!”

Cover Story looked at three angry siblings. “...Heroes of the future. You're not the only ones Gypsy suggested have a great potential destiny...”

“...You're lucky Scoots and her friends didn't get hurt...wait, what about their parents?”

Gear Shift looked away. “...False paper and brainwashing...”

Rainbow Dash's face went pale as a sheet.

"I hope those two aren't in danger," Twilight wondered out loud. She was afraid for the other Marionettes on the list, where they being rounded up like Trixie was?

“But...how can...how could Iron Will be...” Fluttershy stuttered, looking utterly shocked and disturbed.

“He was...defective...” said Cover Story, his expression making it clear he realized how that sounded. “He was intended to be far more aggressive than he turned out...they could never...work it out...”

“He has a FAMILY!” the cream pegasus replied.

The two agents blinked and looked to each other. “He does?” Gear Shift questioned, eyes wide.

“Yes, I've met his wife and son!”

“...The son is obviously not his biologically...but we did lose contact with him for awhile after Ponyville...he must have met her then...He was just recaptured a little while ago.”

“...We need to stop this...” Fluttershy said, suddenly surprisingly serious. “...I don't care if he's a robot, he loves his family...”

“...Were you the sidewinders that made Rara do something she didn't wanna do?” Applejack asked, rage suddenly in her eyes as she looked at who G4T10.

“No...She as already being twisted that way. We just put Svengallop in position for a lesson to be learned...we originally intended for him to be used to help Pinkie get her key, but Cheese Sandwich beat us to it...” Gear Shift explained, growing more and more distressed as this went on. “They re-purposed him.”

“...Then yah didn't twist her into something she's not...” the farm pony replied, seeming to grow angrier by the moment. “Yah took advantage of her!...Guess Ah owe that guy an apology, it wasn't his fault.”

“...And I'm sorry...”

“And what's this about Long Horn?! What the buck was Ah supposed to learn there?! He attacked mah FAMILY!”

“...G5T00...were a mistake. A terrible mistake...you were supposed to learn how to deal with a villain who operated inside the law....but...” the agent turned away from her in shame. “G5T00A and his group were untested prototypes for the Generation Five models. Something went horribly wrong with their programming and they turned out far more violent than anypony anticipated...worse yet, we didn't realize that until they'd been defeated things had gone so badly...of course at the time we felt it was 'mission success' because you learned what you were 'supposed to'...”

Applejack got right up to the barrier. “...Did ya mess with Twilight's head before that mess?”

“What?!” Twilight asked, eyes going wide.

“...Not us, but some other agents...It was a disaster...I'm sorry...if it's any consolation, your uncle is alive...”

“But...no, that can't have happened...everything seemed so logical...how could...” the Princess of Friendship muttered.

“That's the point, Princess...” Gear Shift explained. “...The brainwashing won't work if you're AGAINST it.”

Twilight shuddered, looking violated.

Rarity then said, "It makes sense in hindsight. Seriously darling, there were five or seven ways you could have contained or subdued Longhorn's gang without physically harming them while they were pushing Applejack through walls."

Applejack turned to Twilight, put her hat over her chest, and lowered her head. “...Ah'm sorry Ah got mad at yah there...it weren't your fault.”

Twilight was still too stunned and disturbed to properly respond, but shook her head to clear it. “It's...it's okay, Applejack...you had every right to be angry with how I acted.”

“But not at you...” The two simply hugged.

“...So were you the ones who made Scootaloo like the Mare-Do-Well?” Rainbow Dash asked.

"Nope. Wasn't us," Cover Story replied.

Rarity looked over the list...and then groaned, holding her head. “Suri...I...You...WHY?! Why make me think I had a friend I didn't have?!” she asked as the spell on her memory broke down, having tears in her eyes.

Gear Shift cringed away. “...Because we wanted you to see 'how Manehatten could corrupt someone' and get your key...We were frantic, we knew that something big was going to happen and you would need to open the Chest before it happened...Trail Cutter was meant to be Fluttershy's, but the Breezies did it first so he's still in storage...”

Twilight was about to question who they'd meant to be her 'key trial'...but then gasped. “The chest...wait, you used the Reflection Deflection spell on us before but it doesn't work now...when's the last time you effected any of our minds? Was it before we defeated Tirek?”

Gear Shift jumped slightly. “Oh...Yes, I believe it was. Why?”

“Then that's WHY we're immune now: the Rainbow Powers!” Twilight exclaimed in a 'eureka' fashion. “When I visited the world on the other side of the mirror, the Sirens' mind magic didn't work on me or the Bearers over there! The same with our alternate selves! Bonding with the Elements like that must give protection from mind magic!”

“Well that explains that...but what do we do now?” Rainbow Dash asked. “Go kick some flank?”

Lightning Dust stepped forward. “Well, I don't know about you...but I don't want anypony else to go through what I have. Ever again.”

“...Trixie seconds that...” Trixie said, looking over the list. “...After all...in a way, she guesses these are her brothers and sisters...”

Lightning Dust blinked, looking to her fellow android. “Huh...I hadn't thought about that...so we're sisters?”

“...Trixie supposes that's true,” Trixie replied, the two staring at each other awkwardly for a few moments. “...Should we hug?”

“...Maybe later...”

Before they could continue, a green wisp surged into the room and formed into a scroll before them.

“Maybe Princess Celestia has something...” Twilight replied, grabbing the letter and unrolling it. “'My Fellow Princess, I am writing this letter from a secure location-”

“The royal little fillies' room?” Pinkie Pie asked innocently.

Twilight gave an annoyed sigh. “'I fear the Stallions in Black may be watching me in my castle.'”

“...Seriously, you're actually CALLED the Stallions in Black?” Rainbow Dash asked, dumbfounded.

“...We didn't come up with the name...” Cover Story said sheepishly. “To be fair, the actual organization is called S.M.I.L.E. Stallions in Black is a code name...which also sounds more intimidating.”

Twilight cleared her throat. “'Words cannot describe how sorry I am to learn what they have done. This was not what I intended when I...made...them...'”

The entire room gasped in shock.

“...Drama bomb!” Pinkie Pie exclaimed.

“'The Stallions were intended to safeguard Equestria and protect its heroes...'” Twilight gasped in shock at the words that came next. “'From me, in the event that I fell as my sister did...”

“...Am I the only one who finds the idea of a Nightmare Celestia so terrifying they're trying not to wet themselves?” Spike asked, trembling. Everypony shook their heads. “Good...”

“'So I made them independent from the crown. From me. So that if I ever fell to evil, there would be somepony to guide and help those who would stop me. I put a dear trusted friend of mine in charge of it and left it a secret even from my court. They were meant to protect you, protect those who do good, protect Equestria...instead it appears in the many years since I created them they have strayed and become something awful. Something seeking to enslave those I made them to defend. From the bottom of my heart, I apologize for this mistake,'” Twilight read. She noticed there were tears on the pages. “'And tell Trixie and Lightning Dust I'm sorry for what has happened to them both.'”

“...Non of us blames her for that, do we?” Applejack asked. “...After all, it ain't like she meant for this to happen...”

No pony argued.

“So, she going to go shut them down?” Rainbow Dash questioned, seriously.

Twilight turned back to the letter. “'For this reason, while I can provide whatever help I can, my sister and I won't be able to take part in arresting them directly. I made them to counter me. They'd be prepared for me. And I cannot simply cut their funding, if they're capable of what you've told me, that means they've grown far beyond what funding I allotted them. But...from the sound of it, they won't be prepared for you six. After all, they believed they were acting in the Tree of Harmony's design, and you six are the Tree's chosen. Any plan you conceive I will support however I can with whatever resources I can provide.

Your Fellow Alicorn and Friend, Princess Celestia.'”

“...So, Princess just shutting them down is out,” said Rainbow Dash, giving a sigh. “And from the sound of it, they won't listen to reason...butt kicking time?”

“...Looks like it...your group is pretty big, isn't it?” Twilight asked.

Gear Shift nodded. “Not as big as the Royal Guard or the Changelings, but yes.”

The group looked a little uneasy at that realization. This wasn't just a little group of enemies. “In that case, we'll need help. Otherwise it will be seven of us versus an entire army...I think I've got an idea,” Twilight replied, thinking. “But we'll need more hooves, more ponies.”

“...You guys have some subliminal override planted in the entire royal guard?” Rainbow Dash asked the two captured agents.

“No, but we have infiltrators and spies,” Gear Shift explained. “...We've got enough knowledge to help with bypassing that...”

“...Whatever you do, you'll need to do it in three days time,” Cover Story interjected.

“Why?” Twilight questioned.

“The Headquarters constantly moves,” the android explained. “We know where it will be in three days for meet up, where we'd receive the new co-ordinates. If we miss that window, there's no way that we'll get another one. Especially if we don't check in and they realize we're missing.”

“...How do we know we can trust either of you?” Rainbow Dash asked.

“Me?” Cover Story said, looking seriously. “...I haven't made a single choice in my life before today...and from the sound of it, this is the right one...I want to make it.”

“...I want to do what the Tree really sees as the best course things can take...not my version of it and not the SiB's version of it...” Gear Shift said, his expression one of shame and guilt. “...Besides, Cover Story is my friend...”

The two looked to each other and then back to the group. “We promise we're on your side now...Cross our hearts, hope to fly, stick a cupcake in our eyes...” the two said in sync, doing the motions.

“...How do you know that?”

“...Spying on all of you...” Cover Story admitted bluntly. “And even we're not fool enough to break one.”

“...Alright, but I've got my eyes on you...” the pegasus said, doing an 'I'm watching you' gesture.”

The Princess of Friendship nodded. “...Three days it is then...Let's get ready.”

Before the Storm

Commission: MLP: Marionettes
Chapter 6: Before the Storm
By Kendell2
Commission by Alexwarlorn

“Darling, I do have a question,” said Rarity, looking back at the list of Marionettes. “What was the point of Jet Set and Upper Crust? I've met enough Canterlot elites to know you didn't need robots for that...”

“It was more them looking down on Ponyville than anything else,” Gear Shift replied. The two were still in their prison, after all they hadn't earned enough trust to be let go free. A fact both completely accepted. “Though we also use them to spy on and manipulate the elites and nobility...”

“You didn't really do a good job, darling,” was Rarity's reply.

“Fancypants was just that good,” Cover Story quipped back.

“Manipulating and spying on nobility...” Twilight said, writing down on a list labeled 'illegal things that S.M.I.L.E. has done.'

“Why are you making a list?” Rainbow Dash asked. “We know they're the bad guys!”

“The more crimes we know about they did the harder we can hit them,” the Princess of Friendship replied.

“So we can punch them harder?”

Twilight gave a flat look. “No, we have more grounds to arrest them and we can use more force to apprehend them.”

“So we CAN punch them harder!”

“...Yes, we can punch them harder if we need to...”

Unbeknownst to the heroes and their captives, they were not alone in the castle. Spoiled Rich peaked in, listening to the conversation at hoof.

The rich pony slowly closed the door silently and turned away, pressing a button on a black device modeled after a watch, causing it to open up into a transmitter. All she got was static. “Interference...” she whispered, then trotted off, taking care that her hoofsteps made as little sound as possible. “I should report this...”

“MOMMA LOOK OUT!”

For a moment, she looked hesitantly at the transmitter, her leg trembling slightly. Spoiled Rich shook her head and began to trot out...when she heard a thud from a nearby room. Cautiously, she headed in that direction and opened the door slowly and silently. Inside was Bon Bon, looking like she'd tumbled through the window into one of the bedrooms and was equipped with gear Spoiled knew was agency issue. The older mare assumed she'd been doing the exact same thing the older agent was...but now she was holding her head like it was about to split in two.

It took Spoiled only a second to recognize what was happening. “Reflection Deflection breaking down. A big one,” she whispered.

Bon Bon gasped, eyes snapping open wide, hearing the roar of the Bugbear flash in her memory along with screams.

“Miss Drops. If you disagree with the way in which we operate, you are free to leave. But a cog does not get to decide what the mechanic does with it once it is removed.”

Bon Bon's eyes filled with tears. “No...I...I forgot...how could I...Sweet Celestia they've only gotten worse...” she muttered...then her eyes fell on Spoiled as her head cleared, the elder mare having been sneaking into the room.

The two's eyes locked for a few minutes. “...Miss Drops...”

Bon Bon's eyes fell on Spoiled Rich's wrist device. “...Mrs. Rich...you're an agent...” she asked in shock.

“...Retired...” the old mare said, locking the door and trotting the rest of the way in. “Was looking forward to spending the rest of my life living with my husband actually.”

“...Did you know...”

“...”

Bon Bon narrowed her eyes. “...Did you know what they did to me?”

Spoiled Rich looked away. “They said you were a 'trouble maker' and asked me to keep an eye on you...whatever you did must have been serious, they don't put that big of a Reflection Deflection on somepony unless they really have them worried.”

“...I found out the truth and tried to do something about it,” was the yellow Earth Pony's answer, getting up off the floor. “...And if you're here, you know it now too, don't you?”

“...I heard some things...Let me guess, you're going to try and stop me from reporting this?” the older mare questioned.

“...The better question is why you haven't already stopped me,” Bon Bon asked, approaching her with a confident expression, though still trembling slightly.

Spoiled Rich narrowed her eyes. “And what makes you believe I think I could?”

“Simple: in our line of work, you don't make it to retirement without being good. You either quit when it becomes too much for you or get 'fired' for one screw up too many...and that's if you're working at HQ, field agents have more to worry about.”

“...And what makes you think I wasn't a pencil pusher?”

Bon Bon pointed her hoof at Spoiled crooked nose. “That isn't something that happens to a desk worker,” the mare explained, looking closer. “...It's almost impossible to see the scars unless you're looking for them. Must have had one Tartarus of a plastic surgeon.”

Spoiled Rich gave a scowl. “...Not good enough of one, unfortunately...Maybe I just thought fighting you would make too much of a ruckus and attract unwanted attention.”

“Unlikely, seeing how you found me disabled by the spell breaking down. If you really wanted to, I'd already be unconscious and on my way to have the Reflection Deflection put back in place...you can't do it, can you?” Bon Bon questioned, becoming stone faced.

Spoiled Rich returned her expression. 'Bon Bon the candy maker is out for the moment, Agent Sweetie Drops is in,' she thought. “...I didn't know what was happening to you, that's all.”

“...Prove it.”

The retired agent spun around and threw a kick at Bon Bon's head with surprising speed given her age...

“...It's what they said about Diamond Tiara, isn't it?”

Spoiled Rich's kick missed Bon Bon's head, only taking a lock of her mane. Neither of them had a change of expression. Merely staring at each other emotionlessly.

Bon Bon began circling Spoiled Rich. “They were lying about you being brainwashed, weren't they? You knew Diamond Tiara was a Marionette the entire time.”

Spoiled Rich began counter circling. “I'm retired. Why drag me back into this mess?”

“Let me guess, you've been treating her like a thing you've been burdened with rather than a child this entire time. Trying to make sure she never 'embarrassed' you by failing...then something happened and you realized she was a person.”

If that bothered the old mare, she didn't show it. “What makes you think that?”

“I'm a member of the PTA because of Tootsie, remember?” Bon Bon asked, referring to the filly she was guardian of. “I've seen how you treat her. And I saw what happened at the schoolyard...that was one of the moments, wasn't it? Little 'programmed to be a bully' yelling in your face and defending the ones she was built to hurt...You're scared.”

“I'm not scared of anything,” was the reply.

“...You're scared that all this time you've made a terrible mistake and somepony got hurt by it...that if you tell Masquerade what's really happening here, any chance to do something about that flies out the window. Even if you tell her trying to fix it...” Bon Bon showed a look of sympathy. “...Trust me, I know what that's like, more than anypony...”

The two resumed their stone-faced stare off.

“...So, what's it going to be? We've both got a choice to make and we'll never get another chance at it,” Bon Bon stated, the two stopping their circling and stared for a few moments.

Spoiled Rich lifted a hoof and went to press the button on the device on her wrist...

The yellow mare gasped.

“Woops,” the older mare said, removing her hoof from the crushed device. “Forgot my own strength for a moment, you know how it is, being an Earth Pony...unfortunately I don't have another one and in my retirement getting a replacement would be very difficult. It appears I have no way to contact the agency.”

Spoiled Rich turned and trotted to the door. “Probably for the best, I AM retired. So I really have nothing to do with any of this...see you later, Miss Drops...”

“...It's Bon Bon...”

“What?!” was the universal question, the group looking at Cover Story and Gear Shift.

“Project Siege is intended to kill two birds with one stone,” Gear Shift explained, having been given a chair to sit on by now. “The first thing it was meant for was to test you against a group of villains all at once in an attack on the Crystal Empire.”

“The second purpose,” continued Cover Story, likewise sitting down. “Was to purge 'malfunctioning' Marionettes.”

Lightning Dust and Trixie looked to each other in fright. “Purge?” the turquoise android asked.

“Iron Will, you, and the Flim Flam Brothers. If we'd found her, Trixie as well,” Gear Shift explained, giving a guilty look. “...All Marionettes that had caused us a lot of trouble due to 'malfunctioning,' led in committing high treason by G5T01, allowing us to dispose of all of you in one swoop with no pony questioning it. We were still debating what to do with you after that, from just destroying you outright, removing part of your CPU needed to operate independently and putting you on labor duty, permanent shut down, or...well I'll stop there. Let's just say none of the options are pretty.”

“Yikes...” was Rainbow Dash's reply. “That is all kinds of messed up.”

“I know...”

“When was this supposed to happen?” Twilight questioned, narrowing her eyes.

“Next Crystal Fair,” Cover Story replied, seeming to be more composed than his partner. “The idea was to fake an attempt to resurrect King Sombra, something G5T01 wouldn't be capable of doing. The plan was already in its early stages and Lightning Dust had been deployed to 'wallow around the meet up point' for awhile when we 'borrowed' her.”

Everypony took a step back as Twilight burst into flames.

“Is that normal?” Trixie questioned, staring wide eyed along with her 'sister.'

“For Twilight? Yeah,” Applejack replied, nonchalantly.

“You planned to attack my BBBFF and Cadence's kingdom on the most important day of their subjects' calendar, by faking an attempted return by the one pony they're most scared of in the entire world, all for the sake of teaching us a LESSON?!” Twilight yelled, anger clear in her face, as if being on fire wasn't enough to convey it.

“...Yes...I'm sorry...” was all Gear Shift could say, giving an apologetic bow.

“...Twilight, they're on our side now...let's not be so hard on them...” Fluttershy interjected...right before Spike threw a bucket of water on Twilight to put her out.

The Princess of Friendship shook herself off. She then put a hoof to her chest with a deep breath and breathed out while extending it. “...Fine...but now it's more than just enslaving innocent beings. This is high treason and putting an innocent kingdom in harms way. We have to defeat the Stallions in Black before they ever have a chance to do any of this, the Crystal Fair is in two weeks...”

Trixie's eyes widened. “...Which means we've not got very long before Iron Will and the Flim Flam Brothers are programmed for it, do we?”

“...No, we don't,” Cover Story replied. “Given they were just recaptured, three days is cutting it close. They're probably receiving tune ups first.”

“Then we can't miss our one shot, we have to attack when...does that place have a name?” Twilight asked. “Saying 'the Stallions in Black's HQ' every time is going to get annoying...”

“It's called Moirai, Princess,” Gear Shift added.

“Thank you. We can't miss our chance when Moirai arrives at the rendezvous point in three days.”

“...Need an extra hoof?”

Bon Bon instantly found the entire room turning her direction the moment she was through the door.

Gypsy sat in her dark room, tarot deck beside her and eating a simple meal. Her captors said the darkness was so she had no distractions from her 'duties.'

A small panel slid open and she raised her head, revealing her purple eyes were like those of the Crystal Ponies. “...Hello, Masquerade.”

“Oracle-”

“My name is Gypsy.”

“Oracle, have you gotten any visions lately?” Masquerade asked, her voice never losing it's emotionless tone.

Gypsy gave a bitter sigh and held up her wheel in front of her face. “...Just me going home.”

“No lies,” was the simple reply. Another, decidedly different voice from an unseen second pony giggled at this.

The unicorn gave a sad chuckle, then her eyes glowed blue. “I see a great clash between two flying ponies, equals with great power...that is all...the Tree isn't being very specific today. It never is as precise as you'd like, is it, Masquerade?”

“Any concerning Project Siege?”

Gypsy gave a look at the wheel again. “Ask again later. I'm not lying.”

“I see. Report it if something comes up.”

“Fine...Masquerade...this isn't what the Tree wants...it isn't what fate wants. Just end this...” Gypsy asked, giving a pleading look to the small slot of light. “It wasn't too late when the Tree of Harmony sent me and it isn't too late now...but you never know when it will be.”

“As you have said time and again. Why should this time be any different?” Masquerade's voice asked, maintaining it's cold, detached tone.

“...That's the question, isn't it?”

“Ow...” said Rainbow Dash, rubbing a bruise on her cheek. “Okay...Let's make a note, sneaking into a room wearing spy gear during this whole mess won't end well.”

“Agreed...” said Bon Bon, holding an ice pack to her head.

“Please, continue,” said Twilight, the group seated after the misunderstanding induced fight.

“We should start from the beginning. I was in S.M.I.L.E.'s monster capture squad, one of the best. I thought stopping monsters and saving lives would be making Equestria a better place, and for awhile it seemed like it was...but, one day, one of the monsters I helped capture escaped...namely that Bugbear...” Bon Bon explained. Gear Shift shuddered.

“Whoa, THAT thing?” Applejack asked. “Geeze, that monster nearly tore Ponyville apart by itself!”

“And that's exactly the problem!” Bon Bon replied, giving an angry look. “A monster strong enough to devastate a town and dangerous enough to be locked up in Tartarus escaped...and no pony was warned...no press release, no alert...I've spent the years since then thinking Princess Celestia knew and covered it up...but she didn't...She never was told. I don't think she even knows the Bugbear you girls beat was the same one...If she does, she probably thinks it just escaped with Tirek...”

“I guess that explains why we didn't learn that thing was coming until the morning it would arrive,” Twilight realized, eyes going wide in horror. “...That monster had been loose for years and no pony even knew...”

“Exactly...Worse yet, it ended up attacking a family and they altered the memories of all the witnesses to cover it up...”

That sent a chill down everypony's spines.

The yellow mare gave a look of guilt. “...You know how me and Lyra are Tootsie's guardians?”

The group nodded.

“...She needs guardians because of that...” Bon Bon explained, a tear going down her face. “...And she isn't even allowed to know it...”

Applejack's face became one of rage. A rage only somepony familiar with the pain of loss could manage. “That's it, who do Ah gotta buck in the face for that one?!”

“That'd be Mindwipe, the leader of the memory squad. Get in line behind me, I have a beef with him too,” the former agent explained, cracking one of her front ankle joints. “But that's when I started realizing something wasn't right...pony's lives were in danger and because of our precious 'ignorance is bliss' mentality, ponies didn't realize there was a monster loose because of us. That family wouldn't have even been there if we'd sent out a warning. Of course when I tried to complain about it, all I got was 'that's not your job, leave it to the memory squad'...then I found out it wasn't just dangerous monsters we were after to begin with. It was anything some higher up said Equestria 'wasn't ready to meet.' And then I found out another rule: if it was out in the open where the public could see it? Let the Royal Guard or the Wonderbolts handle it so our agency remained secret. My department was only being sent on half the bucking monster attacks that were actually happening! Our bucking cover up was more important than ponies' LIVES! If I'd helped fight the Bugbear back then, I'd have been in deep trouble... And then I dug a little more into the Marionettes and 'the Oracle'...I just kept digging, desperate for anything to find something I could do to fix what I found, and found the original ideas of the Stallions. How we were supposed to be...and I tried to reintroduce some of those ideas again...”

Bon Bon's eyes teared up. “...They didn't listen...they thought I was trying to 'mislead' the organization with 'antiquated ideas'...they were so obsessed with their own definition of Equestria being safe, of following 'fate,' that they couldn't stand the idea of anything else, even if it was our original mission statement...so Director Masquerade decided to let me go...and I've spent the last...I think five years (I'm still trying to get my mind in order) with a Reflection Deflection in my head making me think Celestia shut down the organization and covered it up...that ALL we did was what I signed up for while the agency just got worse...Then a couple weeks ago an old buddy of mine (don't ask who they are, be a Changeling and rip it out of my head if you want it so badly) took me and Lyra on a 'fake mission' to 'scare Lyra out of looking for answers she shouldn't'...I realized five minutes ago she was in danger and I didn't even know, that my friend was probably doing it to try and protect me and her...it was my turn to be one of the 'blissful ignorant'...So yeah, I want to help...Maybe salvage something of what I wanted...”

The room was silent, all staring at her.

“...Gear Shift, Cover Story...” Twilight said evenly. “...Were there S.M.I.L.E. agents in Canterlot during the Changeling invasion?”

“Yes...” Gear Shift answered. “Why?”

“...Where were they when the Changelings were ravaging the city?”

Gear Shift blinked...then looked down in shame. “...Bon Bon is right, the Stallions in Black have a strict rule about interfering in public disasters with lots of eyes.”

“Lord Tirek's rampage?”

“...Too public...”

“...You knew, didn't you?” Twilight asked, eyes widening.

“...We knew someone had escaped Tartarus and about the magic draining cases before the Guard caught wind...We were searching on our own, but never reported it.”

“So in other words, Princess Celestia could have learned about Tirek long before she did and maybe saved thousands of ponies from harm if the Stallions in Black had cared more about them than their precious cover up?” the Princess of Friendship asked, glaring.

“...Yes...” Gear Shift said, lowering his head.

“...What about me rampaging through the town?” Spike asked, guilt clear in his voice.

“...Learned of it late, but wouldn't have been involved anyway. Too public...”

“King Sombra?” Rainbow Dash asked, getting where Twilight was going, and seeming no happier about it than her.

“...Too public...” Gear Shift's expression made it clear he'd caught on to.

Twilight said nothing for a few moments, then turned to Bon Bon. “...We're not salvaging anything.”

Bon Bon gasped. “But...there might still be...”

“Bon Bon, I'm a Princess of Equestria,” Twilight interrupted. “Princess Celestia thinks it's for the best S.M.I.L.E. be destroyed, the Tree of Harmony thinks it's for the best, unless it wants to argue.” Everypony looked to the Cutie Map which had no reaction. “...And so do I. Even the part of it that could be good for Equestria has become so obsessed with their cover ups they're letting ponies be put in harm's way needlessly. You said it yourself, S.M.I.L.E. has become so corrupt that they refuse to change even when one of their own high ranking members or the seer of the being they claim to serve tells them they're in the wrong.” Twilight's face become resolute. “The monster fighting squad, the memory wiping crew, S.M.I.L.E. as a whole, it all goes.”

“...I'm with her, darling...” Rarity said first. Everypony else nodded in agreement.

Bon Bon looked distraught for a moment...then gradually looked almost sick to her stomach. “...I hate to say it...but I know you're right...I just...hoped maybe something good could come of all of this...”

“...If any Stallions in Black want to change sides when they realize what they've been doing, the guard has plenty of room...but as for the rest, it's over...” Twilight replied, still resolute.

Bon Bon nodded slowly. “...Well, looks like you're in charge, Princess...what do we do?”

Twilight looked around at the group. “We find what allies we can, we make a plan, and then we take the Stallions in Black down. Check any choices with Cover Story and Gear Shift, and contact them as covertly as possible. If you've got anything you had planned, do it unless absolutely necessary, we can't let them realize we're onto them. Hurry, everypony, we've only got three days to prepare.”

Spoiled Rich pushed open the door to Diamond Tiara's room slightly, enough to peek in. Inside, the little android was playing her expensive video game console with Silver Spoon. The retired agent found it ironic that despite their pecking order, Silver Spoon was actually Diamond Tiara's 'older sister.' Diamond Tiara had only been created when Silver proved too passive for her role and needed a 'ring leader' to actually perform it.

“...Silver?” Diamond Tiara asked.

“Yeah, Diamond?” Silver Spoon asked, peeking over...then panicking a little and having to catch her character to prevent them from falling to their doom.

“...Think momma's alright? She looked really scared...”

“I'm sure she is. She went to the hospital, right?”

“Yeah...just kind of worried...I mean she's a big jerk, but she's still my mom, you know?”

“Totally.”

The old agent's hoof trembled a bit. She lifted it and knocked on the door.

“Come in!” Diamond Tiara called. Her eyes then went wide when her mother entered. She quickly paused the game and went to greet her. “Momma? How did things go at the hospital? Are you okay?”

“I'm fine, Diamond Tiara...” Spoiled Rich replied. “Just some scratches...” The old mare stared at the unknowing android, noting she seemed concerned. “...Thank you...”

The two fillies' jaws dropped. “W-What?” Diamond Tiara asked in shock.

Spoiled Rich took a deep breath in. “...Thank you, Diamond Dazzle Tiara, for saving me earlier...”

“You...You're welcome...” Diamond stuttered. Spoiled Rich felt a twinge of...something at the realization this was legitimately the only time she had ever uttered the words 'thank you' to the little android.

“So...what are you playing?” the retired agent asked.

“Super Smash Ponies Winnie-U...” Silver Spoon replied, pointing to the game.

“...Mind if I sit in and watch?”

The two looked at each other, then to her suspiciously. “Sure...but mind if we have Randolph get us some drinks?”

“No, go ahead,” Spoiled said calmly. Lemonade no doubt. Changelings were known to not be able to stand the smell of lemons.

“Hmm...” Twilight said, looking at a scan of a Marionette.

“What?” Trixie asked, sitting nearby and reading a book on magic. The others had all went off to do various preparations, but she and Lightning Dust didn't have anything to really do in the meantime, as they couldn't leave the castle nor did either know anypony personally they could call in. Lighting Dust just seemed bored and somewhat melancholy now that there wasn't something happening.

“This is a scan of Cover Story. I'm studying it to get an idea of how other Marionette agents might work and I want to know as much about your kind as possible,” the Princess of Friendship explained, pointing at it. The skeleton, other than obviously being a stallion, still had the wing holes but lacked the locked leg hydraulics that Trixie had. “There's differences, probably due to being different Marionette Series...but the thing that confuses me...” The lavender Alicorn pointed to the horn, which like Trixie contained something to act as a magic projector. However, instead of Trixie's blue crystal with a phoenix feather at it's core, this one was made of the wood from an Elm Tree with a core made of what appeared to be pony hair. “You both have an object in your horn that I'm pretty sure is a magic wand to allow magic, but very different types...in addition, Trixie was made to rival Sunset or me in power.”

Twilight trotted over to Cover Story, who was still in his prison. Gear Shift was currently being kept under guard while using the rest room, something his partner didn't need to do. “Any idea why if they could make a robot capable of challenging me or Sunset Shimmer, they'd choose to make an elite agent without that ability?”

Cover Story looked to Trixie. “Probably because we only had one other wand like hers and I wouldn't expect it to be in my head. It's one of the reasons we weren't worried about getting in trouble with HQ for 'borrowing' Lightning Dust to track her down. Other than the fact Marionettes aren't exactly cheap.”

Trixie perked up. “Only one other wand like mine?”

The agent nodded. “...Ever heard of Magic Star?”

Twilight got in her 'excited nerd mode', as Spike put it at times. “A legendary wand maker and contemporary of Starswirl the Bearded. To this day she's remembered as one of the greatest in her craft to ever live! She was also an Earth Pony, despite popular myth she was a unicorn, which surprises a lot of ponies, including me when I first read it given the time period.”

“...If it has to do with Starswirl the Bearded, Twilight's at least heard of it,” Spike remarked with a chuckle.

“That's correct,” Cover Story replied, looking impressed. “I see why your file calls you a Starswirl fangirl.”

“...I don't object to that,” Twilight replied with a blush.

“But back on topic, after Equestria made contact with Neighpon, Mage Meadowbrook's exploits came over as well. Including the legend of how she summoned a giant Shisa to defeat a dragon and save a city,” the agent continued, seeming to actually like the subject he was talking about. “It was around this time Starswirl defeated the Sirens, so Magic Star requested both of their presences. She had gotten her hooves on a very special and near impossible to get material to make wands, and wanted to use it to make wands for two magic users that deserved it the most. So she worked together with each of them to craft unique wands, custom made for their users. As you can guess, two of the greatest magic users to have ever lived working together with history's greatest magic wand maker turned out two incredible wands. The Stallions in Black managed to find both of them, and Mage Meadowbrook's legendary Crystal Wand, one of her Eight Enchanted Objects, is right there.”

Trixie blinked as Cover Story pointed at her horn. “...Trixie has a legendary magical artifact for a horn?!” she asked, blinking and staring at her own horn in amazement. “...Trixie is not opposed to having a legendary magical artifact for a horn..”

“Why is it that prototypes are always stronger than everything else?” Spike questioned, noting that Trixie was the original Marionette and the first G4 Marionette.

“Lots of reasons, but in this case, to rival somepony we projected to be a Starswirl, Meadowbrook, or Snowfall Frost level unicorn, potentially an Alicorn one day. We didn't really have a choice but to use the best we could get. We just didn't expect her to be able to do anything with it outside her programming like she has,” the agent explained, then looking back to Trixie. “It's one of the reasons that we reused your AI: the Crystal Wand just didn't seem to want to work for another Marionette.”

“Not surprising,” Twilight said, looking a bit closer at Trixie's horn than the android seemed comfortable with. “Powerful magic wands tend to grow very loyal to their owners, it's likely it considers Trixie just that. It also explains her proficiency in show magic; what I've read about Meadowbrook suggests she had a love of kabuki theater.”

“Twilight, Trixie appreciates you being interested in her greatness, but this is bit much,” Trixie said, Twilight examining her horn only a few inches from it.

“But it's a legendary magical artifact!”

“Yes, but it's Trixie's horn, and Trixie would appreciate it remaining untouched on her head...look, don't touch.”

Twilight blinked, then blushed. “Sorry...I just get carried away around ancient magical artifacts...”

Trixie gave a sigh, then smiled excitedly. “It's alright...though Trixie IS quite happy that her horn is a legendary magical artifact of great note! Between that and her being made of mithril, Trixie must be worth a pretty penny!” she exclaimed in her typical, hammy way. She followed this by giving a thoughtful look. “Twilight, Meadowbrook was an Eastern Unicorn, right?”

The Princess of Friendship nodded. “Yes, often considered the eastern equivalent of Starswirl the Bearded. I've researched her a bit more since the Starlight incident.”

“...Do you have any books on eastern magics?”

Twilight nodded. “Lots! They're in the library!”

“Which one?”

Twilight blushed slightly. “...The one on the third floor. Spike, can you show her where it is?”

The baby drake nodded. “Sure, Twilight.”

Trixie nodded. “Trixie believes she will go take a look at them...” she replied, getting up and trotting towards the door. “...Lightning Dust?”

Lightning Dust jumped. “Huh? What?”

“Do you want to come with Trixie?” the azure android asked her 'sister.' “You look quite bored.”

The turquoise Marionette blinked. “Uh, okay...”

“Enjoy the books!” Twilight said, looking far more excited than the average pony would at ponies wanting to read. As the three left, she tapped her chin. “...Cover Story, if Meadowbrook's wand is in Trixie's horn, where's Starswirl's?”

The gray android shrugged. “Sorry, Princess. That's classified information, even for me. And what I just told you about her wand is so classified only elite agents and higher even know it.”

“So...” Rainbow Dash started, walking Gear Shift (who was in a force field bubble with a magically generated chain tethering it to her ankle). “Were you always a creepy agent or did you do something before that?”

Gear Shift blinked. “You care?”

“Just curious. That, and you're one of the only ponies I've ever met that can keep up with me that isn't a Wonderbolt,” the cyan pegasus replied, giving a smirk. “So I'm interested now that you're on our side.”

Gear Shift actually chuckled. “...You guessed it when we fought: I used to be a professional sprinter,” he explained, giving a nostalgic smile. “Got my Cutie Mark flying track and cloud as a colt. I wanted to make it the Equestrian Games one day...” he continued, then frowned. “Then a S.M.I.L.E. recruiter came up to me and offered me a chance to protect Equestria...they made it sound so convincing. That I would be doing such a great service for everypony...made me feel guilty for considering turning them down for what I wanted...If I took it, I'd be an agent, if I refused, they said the whole meeting would just be a dream...I took the bait...”

Rainbow Dash frowned. “...You still want to be a sprinter some day?”

“...You think I still can?” the stallion asked, blinking. “I'm probably looking at jail time for all this...”

“We're 'friends' with Discord, one of our Princesses was Nightmare Moon, and I did all of this for a mare who publicly humiliated me and three of my friends, then took over my town...Plus, I kinda want an actual race with you one day,” the cyan pegasus remarked. “So anything's possible. Especially if you help us out here.”

“Thanks...I'll think about it...”

Rainbow Dash's face then became serious. “But if you turn on us, I'm totally kicking your flank. Again.”

“Fair enough.”

Trixie sat at a table in the library, a book open in front of her with a paper and quill beside it. She kept writing a Neighponese symbol with her telekinesis over and over. Spike had simply left to go keep Twilight company after dropping them off.

Lightning Dust...just sat tapping a hoof on the desk in a bored...but also strangely somber manner. This continued for several minutes until she finally gave an annoyed sigh. “...Trixie?”

“Yes, Lightning Dust,” the azure android asked, carefully writing the symbol again.

“...I've been thinking, now that we've actually got time to think, and...does it bother you that...you know...”

Trixie looked up from her studies. “What?”

The turquoise android sighed. “Ugh, I'm not good at this stuff...just...”

“Trixie is the only one you can talk to that will understand other than Cover Story and you still don't trust him yet?”

“Yeah...What I mean is...you know, does it bother you that it was...never real?”

The unicorn Marionette cocked her head. “Which thing?”

“ALL of it!” Lightning Dust replied, looking...uncertain...pained. “I get it, we're real...we're ponies. We have souls, whatever. We've covered that...I mean...everything before we were made...”

“...Oh, that...” Trixie replied, now looking a bit somber now as well. “...One thing does bother Trixie...”

The pegasus android looked up, exposed optic focusing. “What?”

“...My mother, an orange unicorn with a sunflower wand Cutie Mark...she was a good, kind pony...she always encouraged me...she was kind to me....” Trixie explained, showing a bit of sadness and dropping the third person speech. “...And she never existed at all.”

Lightning Dust gave a nod. “Same with my dad. I remember him being this awesome flyer, always making me want to get better and be like him...then he died in a crash...” The pegasus then blinked before rubbing her head. “...Okay, that last part being fake is kinda a good thing the more I think about it...”

Trixie cringed. “Agreed...seriously, who the buck came up with these back stories?! That's just messed up! Not to mention purely for shock value...However...”

Lightning Dust cocked her head. “What?”

Trixie chuckled. “...Her mother is about the only thing that bothers Trixie...” the azure android gave a smile. “Because Trixie was, to put it mildly, a self-centered, narcissistic plothole.”

The turquoise android merely stared in shock.

“Trixie's life, or what she believed to be her life, consisted of 'go from town to town telling self glorifying stories, then publicly humiliating anypony who heckled her.' That was literally Trixie's existence. Well, that and going to the School for Gifted Unicorns, but that actually happened...at least to Trixie 1.0. Meanwhile, after her failsafes were fried, Trixie has been Queen of Dimondia (Trixie was a fair and just ruler for her brief reign), apprehended a master jewel thief...and made more friends than she ever made in her fake memories. Trixie's best memories are her real memories...Trixie realized that when we discovered everything after the Alicorn Amulet was Trixie, it's only more true now.”

“Wow...hadn't thought about it that way...I was kinda a plothole myself...I think Spitfire called my actions 'sociopathic'...can't say she was lying...Feels better being the good guy...”

“Oh undoubtedly...” Trixie then gave a serious look. “Also, if you tell anypony that Trixie got this sappy, she'll deny it. She's only telling you because no pony else would understand and us reformed baddies and robot ponies gotta stick together...also you're kind of Trixie's baby sister and Trixie doesn't want to be a bad big sister.”

“Same here...wait, baby sister?!”

The azure android gave a smirk. “Trixie is the oldest Marionette by a large margin and she is going to enjoy it...In fact, come to think about it, Trixie is probably the only Marionette who looks her age given Twilight was a filly when she became Princess Celestia's student and Trixie is older than that.”

Lightning Dust rolled her eyes (well, eye and optic). “Fine, 'big sister', just don't go bossing me around...”

“Trixie can respect that, she doesn't like being bossed around either...Also, Trixie doesn't like the name 'Marionette,' as soon as we save our brothers and sisters, we're so changing that.”

“Oh yeah, agreed, big time...Ponydroids?”

“Good one. Trixie was going to suggest Equindroids...and it just occurred to Trixie that Iron Will and Well-to-Do are minotaurs and Long Horn and his group are bulls...”

“Oh yeah...Dang it!” Lightning Dust muttered...then her depressed mood returned. “You know, 'big sister,' there is one other thing that bothers me though...”

Trixie looked serious. “Yes?”

Lightning Dust looked down at her hooves. “...I like to push myself. I know that's me. I like to go to the limit then push past it...” she explained, flexing her forelegs. “...Now I know my limits are built in...I can't do that anymore...That really does stink...” the turquoise android noticed Trixie start laughing. “What's so funny?”

Trixie started practicing the symbols again. “...'That's not real magic, it's fake,' or 'Stage magic is all you're good at, you're not a real magician.' Those are words Trixie knows well, both in her fake memories and her real ones...she also distinctly remembers our new friends saying the words 'she's not capable of freezing or wind spells. Lightning magic is the most advanced she should be able to do.' Trixie proved them wrong...Trixie has always been called limited, even before she realized she was an android. And she never liked listening.”

Trixie finally seemed to get the symbol to her liking and set it down, focusing on it. “Are our physical limits built in? Maybe...but Trixie will do what she's always done.”

The azure android looked at the book one last time, then her horn glowed. She quickly swung her head, each swing of her horn leaving a glowing line of magic in the air until it formed a '桜'. She then swung her head through it, causing it to spin. The magic turned into a swirling mass of cheery blossoms that circled beautifully around them. She looked to her 'sister' with a smirk. “Make up for what she can't do with what she can do.”

Lightning Dust watched the blossoms swirl around them in awe. “What is this?”

“An eastern form of magic using the Neighponese written language as runes. It charges in a different way: instead of building up magic in the horn, it builds it up in the symbols. While it takes much more time and effort, requiring precise strokes with no errors, it allows a unicorn to perform a spell with much less strain on their horn, sometimes a spell their horn couldn't handle the strain of normally...Trixie's horn has Meadowbook's wand in it, and she was an eastern unicorn after all, so of course her wand can do it...” Trixie explained, giving a theatrical bow. “...You've still got pegasus magic, that means there's a lot more you can do even if your muscles can't grow. If you can't push one limit, just push another you can.”

Lightning Dust let one of the petals land on her hoof. “...Thanks...big sister...”

“You're welcome, baby sister...”

Princess Twilight continued examining the projection of Cover Story's Marionette body. She noted that he had more solid parts than Trixie, specifically in his legs and neck. His horn also had less of it's base inside of him. “Interesting...what do you think your Series code stands for? EA?”

“Probably 'Elite Agent,'” replied the android. “That's what I am.”

“And I take that there won't be that many?”

Cover Story shook his head. “No, there won't be. Even if my number is 072, if that were the actual number there'd be more Elite Agent Marionettes than there are Elite Agents. And even with our resources, that'd be hard to afford. Probably more likely they've been constructing, retiring, and...recycling them before the G4 Trial Series were introduced. Explains the time gap between the G3s and the G4s.”

That description made Twilight shudder. “Noted...” She then gave an uneasy look, looking to the android. “...Sorry...I just realized I've been treating you as a reference guide this whole time...”

Cover Story chuckled. “Princess, I AM being interrogated. Kinda to be expected.”

“True...but...all this discussion about the Marionettes being ponies instead of just machines...” the Princess of Friendship replied. “...Cover Story, what are you going to do after this is over?”

“...I don't know...” the android agent replied, looking thoughtful. “...I never really had any goal other than to do the agency's will before now. To be honest, I think I'm still growing a personality at the moment...I guess maybe I'll just go wherever Gear Shift goes. He's my best friend, that much I know. I go where he goes, just you know...slower...”

Twilight gave a smile. “That's noble of you, Cover Story.”

Cover Story trotted to the edge of his prison and looked at the Cutie Mark. “...Think I should change my name?”

The alicorn blinked. “Huh? Why?”

“...Cover Story has to be the least creative name I've ever heard for a secret agent. What idiot that thought up?”

Princess Twilight stifled a laugh. “...You're right...How about Shades?”

Cover Story looked at his Cutie Mark. “Hehe...not your most creative suggestion, princess.”

“Hey, I never had to name somepony before!” Twilight replied.

The two shared a laugh, then got back to research.

“So I need to press this button?” Spoiled Rich asked, trying to hold the controller with her hoofs.

“No, that button!” Diamond Tiara said, pointing to another one.

“Oh, I see...” the old mare replied. She blinked, looking down at the young android...It was strange seeing her enjoying having her 'mother' around...

“Oh come on!” said Rainbow Dash, giving an annoyed sigh.

“Sorry, Rainbow Dash,” replied Gear Shift, now back in his prison with his partner. “The Wonderbolts were infiltrated fairly early on...though I can suggest Surprise if you can contact her covertly.”

The cyan Pegasus gave a blink. “Why?”

“She was our original guess for Element of Laughter...” Cover Story explained. “So we kinda...forgot about her after we shifted our interest. She's the Bolt we're paying least attention to, period.”

Rainbow Dash stared in blind shock for a few moments.

“Makes sense!”

Everypony jumped a foot in the air as Pinkie Pie suddenly appeared behind them. “Lauren Faust wanted me to be her in the first place!” Everypony just stared at the smiling pink party pony in confusion. “...Hey! Is Cheese Sandwich a good pick?!”

“Uh....yeah, he's a traveling version of you, he's kind of impossible to keep track of...” Cover Story replied, looking like he was trying to will himself not to think too much about Pinkie's random interruption.

“Cool! What about my sister Maud?!”

“She rarely showed anything of note frequently enough for us to pay attention, she's fine...” Gear Shift replied. “You're...not upset about Surprise?”

“Thank you! And why would I be, silly?! She's a big important Wonderbolt now! That's just as fun as being Element of Laughter!”

“...This is one of the reasons we kept using such advanced AIs...” Cover Story admitted, looking to Rainbow Dash. “We projected Pinkie Pie would cause any less advanced AI's head to explode from her mere existence.”

“...Can't say I blame you...” Rainbow Dash replied as Pinkie hopped behind her throne and vanished. “...What about Gilda?”

The two agents looked at each other. “Gilda? You're friends with her again?” Cover Story asked.

“Yeah, long story short; Cutie Map, Griffonstone, us friends again,” replied the cyan pegasus.

“...It appears the Tree of Harmony didn't tell Gypsy any of the things it used the Map to tell you,” the gray android replied. “Gilda is in the same boat as Surprise. She was our original guess for the Element of Kindness before Griffonstone...'ruined' her and we changed gears to Fluttershy.”

Fluttershy, who had been sitting at her throne, trying to make a call on a phone shaped like a Discord-shaped lamp holding a Fluttershy-shaped lamp that Discord had left her to contact him (no such luck), looked up. “What?”

“We only had you to go on,” Gear Shift explained. “Gypsy's visions were vague at first, getting more precise as we got closer, and even then they weren't exact...and to be honest, we still got all but three of you wrong...” he explained, rubbing his head. “Gilda was our first guess about the Element of Kindness...we changed our guess to Fluttershy after that.”

“In retrospect, the fact we ended up on a wild goose chase the night you defeated Nightmare Moon trying to get Lemon Hearts, Minuette, Twinkle Shine, and Moon Dancer to Ponyville and by the time we realized that we had the wrong ponies, you'd already won should have clued us in that Gypsy was right we were doing something wrong. Instead we just assumed we'd gotten her vision wrong,” Cover Story commented. “Then again, she only said 'we were neither wrong nor right'...she tends to speak in riddles a lot of the time...”

“...No offense, but you guys are morons...” Rainbow Dash replied flatly.

“No, we were zealots, there's a difference,” was the android agent's response.

“Whatever...” the mare replied...then noticed Fluttershy looking somber. “Fluttershy?” she asked. The pegasus flew over to her cream colored friend. “What's wrong?”

The shy pegasus jumped a little. “Oh! Nothing just...” Fluttershy said, looking down. “...I just realized...they're right. Me and Gilda were really alike back then, we even met you the same way...and...and she could have been me or me her...I mean, you've seen 'New Fluttershy...'”

Rainbow Dash cringed. “Yeah...”

“...Do you wish she'd been the Element of Kindness instead?”

Rainbow Dash's eyes widened. “What?! Why?!”

Fluttershy turned to her with a sad look. “...She's athletic like you...she's strong like you...I'm just...shy little Fluttershy...I thought maybe you'd...”

The cyan pegasus put her hooves on Fluttershy's shoulders and looked her in the eyes. “No.”

“Huh?”

“No, I don't wish it'd been her,” Rainbow Dash replied, completely seriously. “Gilda is Gilda, you're you. Do I wish Gilda didn't get screwed up by her hometown? Yeah, I do. Big time. But the Stallions in Black are the only ponies who see you as a 'back up' Gilda! And I don't give a flying feather about their opinion and neither should you!”

Fluttershy sniffled. “Really?”

The cyan pegasus nodded definitely. “You're my friend. Don't beat yourself up over 'what ifs' or 'coulda beens.'”

“...Okay...thank you, Rainbow Dash...” Fluttershy replied, giving her friend a hug.

Rainbow Dash shared it...then separated quickly. “Alright, enough with the sappy stuff, okay?”

“Okay...” Fluttershy replied with a small smile. She then returned to the phone.

Rainbow Dash gave a smile, then turned back to the agents. “Got a few more...”

“You have reached the voice message box of Discord, supreme overlord of chaos. Please leave a message after the explosion. If you are Fluttershy, press one now.”

Fluttershy blinked. “That's new...” she muttered, then pressed one.

“Hello Fluttershy! Not available right now! And won't be until Hasbro can afford another John De Lancie appearance! But if you've called this many times in a row, you must be in need of my fantastic company. Here's a Mini Discord I prepared for just this situation! Be careful not to overwork him, he doesn't have that much power!...Because he's a mini Discord, not an awesome full-sized Discord like me.”

“Hello!”

The shy pegasus fell backwards with a shout as a tiny Discord appeared in front of her.

Bon Bon carefully stirred a batch of candy in the castle kitchen, a downtrodden look on her face.

Slowly, Pinkie Pie peeked her head up over the side of the banister with a slide-whistle sound effect.

“...No, you can't have any yet...” the yellow Earth Pony replied...then blinked as Pinkie Pie hugged her. “What are you doing?”

“Hugging you.”

“Why?”

“You looked sad!” the pink party pony replied. “What's wrong, Bonnie?”

Bon Bon sighed. “...I'm not going to ask how you can tell.”

“Pinkie Sense!” Pinkie Pie replied, but elaborated no further than that.

“Right...I...” the Earth Pony candymaker gave a sigh. “...I guess...it's just...I tried to make everything right. I tried to fix all of this years ago...and I failed...I guess I just feel like this is my fault...” the mare put down the pot of cookie mix. “...I tried to do the right thing...just...it didn't work. I could have done a million other things but the one I did just got me brainwashed and let S.M.I.L.E. just get worse and worse...I feel like a failure...”

“...I know how you feel...”

Bon Bon blinked, looking the pink Earth Pony, who's mane seemed to go a little straighter. She gasped at the sight of Pinkie not smiling “...I try to do the right thing all the time! I mean all the time!...But...sometimes I mess up...like when Fluttershy was being a singer, I thought I was being funny but I was just making her feel bad!...Or when I tried to sing to stop the Buffalo and Appleloosa from fighting...” Pinkie Pie explained, mane going a bit straighter. “All I did was make them start fighting again...but...”

“What?”

The pink party pony's mane suddenly poofed back out. “But we're doing the right thing now, right?!”

Bon Bon jumped a little bit. “Uh...yes...we are...we're trying to stop the Stallions from hurting anypony else so yes, we are...”

“Then we shouldn't be down in the dumps about it! We should do our best to make sure we don't mess up now when it really counts! Right?!”

The former agent looked conflicted. “...How do we make sure?”

“We can't...but we can do our best! That's all anypony can do, right?!” Pinkie Pie exclaimed. “We beat big meanies like Discord, Chrysalis, and Tirek! We can beat these big meanies!”

“...Hehe...I guess you're right...Thanks...”

“You're welcome!” the pink party pony exclaimed gleefully. “So, what are you making? It smells good!”

Bon Bon blinked. “Oh, right...these are special candies designed to help ponies recover mana faster. We're going to need it, especially if we're going to have to fry multiple Marionette's failsafes. Plus, our Marionettes can use the sugar for a boost to their engines. I can kick plenty of flank, but I want to help more than just that.”

Pinkie gave a wide smile. “See, Bonnie! You're not a failure! You're a big help!”

The yellow mare blinked...then laughed. “...I guess you're right.”

“Good, because we're about to have a preparation montage, so everypony will have to do their part!”

“Say what now?”

[=Super Bomberman Boss Battle [DeMolay Remix]=]

“Twilight, Trixie isn't sure about this...” Trixie said, her and Lightning Dust currently in sitting on in one of the many rooms, Twilight floating a blue crystal that seemed to give off a fog in her telekinesis. The Princess of Friendship set it in a silver metal casing with absolute care.

“Don't worry, Trixie. According to Cover Story and Gear Shift, the Marionettes are made to be modular and the G5 ones will have a cooling component,” Twilight explained. “This is probably what they'll be using...” She saw that Trixie still wasn't convinced and put a hoof on her shoulder, feeling the heat her body built up. “Trust me, Trixie. I wouldn't even be considering this if I wasn't sure it was safe. You're my friend, not a science project.”

The azure Marionette looked thoughtful, then gave a sigh. “...Only because you're Trixe's friend.”

Trixie reared all the way up, exposing her chest, right under her neck.

“How do you feel?” Twilight asked.

Trixie looked down as Twilight used a spell to finish patching up her chest. She could hardly tell anything had been done. Probably because intangibility spells had been used to minimize any damage. “...Cool...” she stated, blinking. She didn't feel the heat she normally did. It wasn't unpleasant, quite the opposite. It felt like stepping into the shade. “Much better in all honesty.”

“Good! That should take care of the heating problem! Your efficiency should go up tremendously!” Twilight replied, giving a smile. “Your turn Lightning Dust!”

Lightning Dust jumped. “Uh...okay...”

“Uh, okay, I get you installed some weird crystal in my chest to keep me cool, but what are you doing with my eye?” Lightning Dust asked as Twilight finished working on her exposed optic.

A crystal lens had been installed in front of her optic such that it moved with it, a small button attached to her endoskeleton and connected by wires. While not quite as refined as the metal around it, it'd still fit underneath a synthetic eye fairly well and the button positioned such that even if it'd been hidden beneath her false skin should could press it. Twilight had done a good job.

Twilight's horn glowed and the lights went off. “Press the button.”

Lightning Dust blinked and raised a hoof, pressing it to the button. The lens glowed green and, from her perspective, the room became as bright as daylight. She closed her other eye and looked around. “Whoa...what did you do?”

“Night vision spell imbued into a crystal! Just like the cooling crystal!” Twilight exclaimed excitedly. “We're going to be going at night and might need to go through dark rooms, so I decided to try it, do you like it?”

Lightning Dust gave a smirk. “Oh yeah, I like this!”

“...Can Trixie have a night vision upgrade?” Trixie asked as Lightning Dust deactivated her upgrade and the lights came back on, revealing that while Twilight had given Lightning Dust the upgrade, Applejack was taking advantage of Trixie's exposed hip to do some maintenance.

“Sure, but I don't have the proper stuff to fix your fake eye, so you'd end up with an exposed optic,” Twilight replied.

“...Pass...” the azure android replied, shuddering a little. “Trixie likes her eye. ”

“There, all done, sugar cube,” Applejack said with a smile, letting Trixie's auto-repair systems seal up her oil line where she'd just finished performing an oil change.

“Thank you...but was an oil change really necessary?” Trixie questioned, giving a disgusted look. “Isn't that like a random blood transfusion?”

“Not for a machine, Trixie, more like how ponies need water,” the orange farm pony replied, taking away the old oil. “Ah don't know a thing about fancy robotics, but Ah know without fresh oil, machines don't work as well. You've gone over a year without one, yah were long overdo. Got Cover Story and Gear Shift tah tell meh the right kind yah needed.”

Trixie stood up, moving her joints. “...Huh...Trixie does feel a little better...thank you, Applejack...you didn't need to do this...”

“Wanted tah!” Applejack replied, giving a smirk. “Robot or not, yer mah friend.”

“...Yes, Trixie is...”

“Trixie!” called Rarity, trotting into the castle library with a bag in her telekinesis. Trixie was practicing her symbol magic and Lightning Dust was practicing martial arts from a book. “Lightning Dust!”

“Yes, Rarity?” the azure android asked.

“I got you both a present!” the fashionista explained, producing some artificial fur in the same color as their fur, one patch even having Trixie's Cutie Mark.

A short time later, Lightning Dust's face had been repaired, though her optic was still visible, and Trixie's hip looked good as new. Rarity had done such a good job that the stitches weren't visible.

“This...thank you Rarity...” Trixie said with a sincere smile.

“Yeah...I...thanks...” Lightning Dust replied, looking at herself in the mirror. She admitted, her exposed optic looked kinda cooler this way.

“You're welcome, darlings,” Rarity replied with a smile. “It took me some trying, but this should be close enough to your...skin that no pony can tell. Good as new.”

Cover Story blinked, looking up as Rarity was allowed into his prison (now in a more comfortable room with actual beds) with her sewing supplies...and gray false fur.

Trixie made the symbol for the cherry blossoms again and spun it, generating a the pink petals flowing around them. Lightning Dust leapt up and spun around, using her wing blades to slice up the petals with pinpoint accuracy. The two landed and shared a high hoof.

Twilight sat next to a pile of books, all with titles such as 'Mind Counter Spells', 'How to Avoid Being Brainwashed', and 'Anti-Brainwashing Spells for Dummies'.

A lot can happen in three days. Especially when it involves a vengeance crazed unicorn, a magical table, and time travel. Twilight had followed her own advice of continuing her business to not arose suspicion, Trixie and Lightning Dust had been training in one of the castle's many many rooms, and the agents were no longer kept in the Cutie Map room...which lead to Starlight Glimmer, on the morning of the day the assault was to take place, breaking into the castle and setting in motion a revenge plot.

Timing is rarely ideal for evil schemes, even when you had help from a divine entity.

However...for one mare, the past few hours had been quite the traumatic ride.

Gypsy, as seer of the Tree of Harmony itself, had found herself in a timeline were the Stallions in Black were using the Marionettes to aid in the fight with King Sombra...without any concern for their 'troops' or the brainwashed Crystal Ponies for that matter. Then in a timeline where she had to flee from Queen Chrysalis, the Stallions having been destroyed by the Changeling Queen. Next in a timeline where they were fighting a rebel war against Nightmare Moon, unaware that they themselves were just as tyrannical and vile as the one they fought. Then a world where Lord Tirek rampaged across the world. A world were the Stallions had been dismantled by Discord 'playing' with them (which thankfully ended before he could 'play' with her). Finally, was the timeline that scared her 'hosts' more than anything alive. Even more than the doomsday, lifeless world of the final timeline (which had left Gypsy curled up in a ball on her room's floor when she came back).

“I see,” said Masquerade, clearly not caring about the trauma her still trembling hostage had experienced, considering the several hours of interrogations to get every single detail out of her. Next to her was a petite white mare, wearing a blue maid outfit. She had a yellow mane and tail, the former done up in pig tails. Her Cutie Mark a pony bowing. The most disturbing part about her, however, was her face was in a constant wide smile, almost as if it were molded on. “In that case, G4T06A and G4T06B will be dismantled and destroyed immediately with their CPUs burned and all other Marionettes will be recalled for immediate new failsafes to be installed,” she said without fear or emotion. As if what she was talking about was just another paper to sign. She turned and began to walk off, the maid pony seeming to follow without question.

“WAIT!”

Masquerade turned slightly to Gypsy, only half her face visible. The maid did a ballerina-like spin to face her.

Gypsy was nearly hyperventilating and pale as a sheet, but looked Masquerade in the eye. “D-Don't do that...”

“Why not?” the Director replied, not changing her emotions or stance. “They are clearly a potential threat to Equestria. Their immediate termination is the most logical source of action.”

Gypsy was sweating. “Because...because...”

“Because why?”

“Yes, why?” asked the maid pony in a cheerful voice. Gypsy shuddered looking at them both.

Still shaking, Gypsy floated her Wheel in front of her eyes, which lit up blue. “...Because if you destroy them now, Project Siege will be impossible to proceed as planned. It will fail completely and utterly. Zero percent chance of success. You should reserve their destruction until after then.”

The dark room was silent for a moment, Masquerade merely staring at her.

“...So be it. G4T06A and G4T06B will both be destroyed after Project Siege has been completed.” If Masquerade was angered, no one could tell. Her companion just kept smiling without change. “Now. I have to go organize an investigation of dimensional anomalies opening around Equestria. We need memory wipes for ponies who witnessed the creatures on the other side. Come along, Miss Marshmallow.”

“Yes, Director!” said the mare, cheerfully.

Masquerade turned and trotted off with her hoofsteps keeping their mechanical pace while Marshmallow almost danced after her before the door slammed shut and Gypsy was alone in the darkness again.

Gypsy fell to her haunches, trying desperately to regain her composure. “...Hurry...please hurry...I can't stall them again...”

After Starlight Glimmer's redemption and becoming Twilight's student (and Twilight explaining to Trixie it was house arrest, not a REWARD)...it was time for Starlight to learn what was going on. It wasn't ideal timing, but they only had until that night as it was. That and they were all tired of secrets.

Things went better than expected.

“So you're not going to consider us 'just machines and need time we don't have to convince you we're alive?” Trixie asked, her and Lightning Dust staring in shock.

“I might not be evil anymore, but I've never believed in looking down on others,” Starlight Glimmer replied, then cringed. “Except ponies with Cutie Marks. It is quite the shock, but...I'm trying to be a better pony...so it'd be wrong of me to think anything else.”

“I think both of us can sympathize with that,” Lightning Dust admitted. The two offered a hoof. “Us reformed baddies gotta stick together, right?”

Starlight blinked in confusion. “...Just like that? I destroyed Equestria six times in a fit of petty revenge!”

“And programming or not, I nearly got five innocent ponies killed for the sake of my ego,” the turquoise android replied.

“And Trixie enslaved this entire town and turned it into a tyrannical dictatorship centered around her own ego while under the influence of a corrupted artifact after her failsafes were fried,” Trixie followed up. “Hence the reformed baddies.”

“...I...I don't know what to say...” Starlight muttered, completely blindsided.

Twilight trotted up and put a wing over her back. “Told you it wouldn't be as hard to make friends as you thought it would be.”

Everypony shared a smile...and then got serious.

“You don't need to help us defeat the Stallions in Black if you don't want to, Starlight. I can understand you wanting to sit this one out after today...” the Princess of Friendship explained.

Starlight shook her head. “Twilight, these are ponies enslaving a group and treating them like less than people, who enforce a world were some ponies are inherently better than others because 'fate said so.' Even old me would want to help stop them...in fact, old me kind of already planned to stop them...” she said, giving a sheepish smile.

“What?!” was the collective response.

“I may have forgotten to mention, but there was kind of an agent in Our Town who I captured and forced into being one of my equal ponies and got everything from...and I kind of was planning to overthrow them and use them to take over Equestria to enforce my worldview on everypony...” the purple unicorn noticed the looks this admission got her. “I said was planning! I'm not anymore!...I also captured and converted a few Changelings...and some Luna's Witnesses...and Chaos Worshipers...”

“We get it, you were an equal opportunity cult leader,” Rainbow Dash replied flatly.

“...I won't argue against that...but my point is, even if I find the idea of following that...thing...” the mare said, looking at the Cutie Map, which seemed to have shut down to recharge after her actions. “Unnerving...I do want to stop the Stallions...If not just for that, then to atone for what I did...”

“Alright then...then it's time to get everypony together and begin...” Twilight replied. Everypony nodded.

“So...any chance we can interrogate that guy?” Rainbow Dash asked as they headed out.

“I memorized everything he knew, I'll be glad to talk to Twilight about it,” Starlight replied.

“...And I got an A- on the test,” Diamond Tiara finished, sitting at the table with her parents, Silver Spoon over for the evening.

“That's a good job, Diamond Tiara,” Spoiled Rich complimented, giving a genuine smile.

Filthy Rich and Diamond Tiara's jaws dropped. “...Honey, would you like something to drink?” the rich family patriarch asked, offering her some lemonade.

“Certainly, Filthy,” she replied, taking some and drinking it. “Something wrong dear?”

“Oh...just you seemed a bit...happier lately...”

“Thank you...I realized maybe I was being unfair to Diamond is all...she really is a good foal.”

Diamond Tiara nearly fell off her chair. “T-Thank you momma...”

“You're welcome.”

Before the family dinner could finish, there was a knock on the door.

“Mrs. Rich, it's for you...” alerted the hired help.

The older mare trotted out into the main room...and found herself face to face with two agents. One a dark blue with black hair and the other black with blue hair. The former was an Earth Pony and the latter was a unicorn, both wearing identical outfits to their comrades.

“Leave us, please...” Spoiled Rich said. Once her hired help was gone she repeated the verification process with the paper. “What brings you to my humble home, agents?”

“We are here for G4T02 and G4T03. There has been a new development that calls for immediate recall of all active Marionettes,” reported the unicorn with the typical emotionless fashion of his station.

[=The Avengers Theme Song – The Avengers=]

Unfortunately, as the Guard had been infiltrated, getting Shining Armor and Cadence directly wasn't a possibility without alerting the enemy.

Fortunately, they still had the Mini Discord Fluttershy had ended up with, which had enough magic to manage one super long distance teleport.

“AHH!”

Unfortunately, Shining Armor had been in the shower at the time. Fortunately, Rarity had a towel for him.

“AGH! My men will want to know where I am! MY PREGNANT WIFE WILL WANT TO KNOW WHERE I AM! You'll cause a panic! You can't just bring me out here without the paper work!” the stallion shouted at the Mini Discord. "If she gives birth while I'm not there I'll never forgive you!"

“Hehe, I just did,” it replied...then dissolved into chaos energy and returned from wince he came, energy depleted.

“Bye Mini-Discord...” Fluttershy said politely.

“BBFF, I know this is short notice, but we REALLY need you, this is urgent!” Twilight argued.

“...What is it Twilight?” Shining Armor asked, his anger fading at his concerned sister later.

One covert letter later to Cadence about a 'sudden mission from the Princess', Shining got armored up and was all in. His kingdom, his people, and his pregnant wife, were in danger after all. And the Royal Guard had taken an oath to defend anypony who was in danger, even robots. There were a couple more guards they were ultimately able to safely recruit, but it was more of a squad than an army. Cadence only hadn't been called in in some way because she was pregnant.

“Are you sure about this?” Twilight asked. “You don't have to do this.”

Zecora gave a small chuckle. “Twilight, I am your friend true, it would be wrong of me to not aid you. In addition to that fact, stealing fate are these Stallions in Black. Fate is like a branching river with many points and ways, but it is our right to choose on which branch we stay. If that right they seek to band, for that I shall not stand,” The zebra then blinked, noticing Twilight gasp. “I apologize if rude this may seem to my host, but you look as if you've seen a ghost.”

Twilight shook her head, the image of a different Zecora in a different world speaking of time being like a river flashing in her head. “No...it's fine...just...somepony I met said something similar...”

Zecora then looked to Trixie and Lightning Dust. Examining the two closely, particularly in their eyes (or eye in Lightning Dust's case)...then giving a smile. “Ah, yes I see. The beings of metal and wire you be. But I can see it in your eyes true, a soul does dwell in both of you. Twilight has told me of your plight, for your freedom I will help fight.”

Both blinked and looked to each other. “Really?” Trixie asked.

The zebra nodded. “Be it flesh and bone, wood and leaves, or metal and steel, the body is just a vessel for what truly makes you real.”

“So you're a robot?! That is so cool!” shouted Mina, Spike's Dragon friend, to Trixie. While the SiB had agents in Dragon Town (and everywhere except Griffonstone and few other places for that matter), Mina was a 'nobody' as far as they were concerned, her connection to Spike meaning little to them. That and a teenaged dragon was still a dragon! “And a reformed villainess too! That's awesome!”

“So we're saving living robots and kicking the flank of an ancient conspiracy?” Gilda asked, raising an eyebrow.

“Yep. Crazy huh?” Rainbow Dash asked.

The griffon smirked. “No crazier than the stuff you get into all the time Dash.”

Rainbow then turned to the darker brown Griffin with green facial markings next to her. Griffonstone was so far off the Stallion's radar that it wasn't even a blip. “And you're Greta, right?”

“That's my name. Owed Gilda a big one,” the Griffon replied, giving Gilda a friendly smirk. “Then again, if this wasn't covert or whatever, you probably could have gotten all of Griffonstone to help her, considering she's the reason we're not living off garbage, scraps, and stale scones anymore.”

The cyan pegasus gave her friend a proud look. “Glad to hear it. This'll be dangerous though.”

“Hehe, have you seen Griffonstone at it's worst? I know how to handle myself.”

“Starlight?”

Starlight Glimmer gasped, looking at the four in front of her. “I...I didn't know you'd be coming...”

“Twilight called us,” replied Party Favor. It was a logical choice. The four HAD proven enough to hold their own against Starlight in a dangerous mountain pass chase.

“Oh...sorry you have to be here with me...”

The purple unicorn's eyes went wide as Double Diamond put a hoof on her shoulder. “We still wanted to be your friends back then, we still want to be now.”

Starlight's eyes went wide. “But...but why? After what I did? Did she TELL you what I did?”

Night Glider nodded. “She did...including what you really wanted from us the whole time.”

“So, what do you say?” Sugar Belle asked, holding out a hoof. “Want to get to know each other? For real this time?”

Starlight didn't take her hoof...she hugged all four of them with tears in her eyes.

“Pinkie Pie!”

“Cheese Sandwich!”

The growing group in the Crystal Castle (assembled via various teleportation and other related methods) jumped as both produced party cannons from nowhere and gave a salute to each other.

“Are you thinking what I'm thinking?!” Cheese Sandwich asked.

“Giant victory celebration when we win?!” Pinkie Pie asked in return.

“Yep!”

“...Am I the only one scared what will happen if those two have a foal one day?” Rainbow Dash asked her friend.

“...I'm excited...” said Maud, standing behind them as monotone as possible. Her expression didn't change when Pinkie Pie hug tackled her except her returning it.

“Are we sure bring an author to fight a government conspiracy?” Gilda questioned, looking at AK Yearling.

The disguised Daring Do chuckled. “You think Daring Do's temple running writes itself? I do a LOT of research into that kind of thing and I'm pretty good at it myself. And I take plenty of martial arts classes to make sure her fight scenes are accurate. Plus, I kind of owe Rainbow Dash one...”

“Good cover,” Rainbow Dash whispered, hiding her excitement as best she could.

“Need a good cover story if I get jumped by some assassins or minions in public,” whispered Yearling back.

Gilda rolled her eyes. “Whatever...can I get your autograph?”

“Once we're done.”

“Okay, Derpy?” Rainbow Dash questioned, looking at the wall-eyed pegasus.

“Yes, Rainbow Dash?” Derpy asked, looking excited just to be helpful. And somewhat angry, given this conspiracy were the reason her little Dinky had been in harms way from the Bugbear and probably other things. It was a generally accepted fact that one of the most foolish things one could do was threaten Derpy's foals.

“You know all the things I tell you not to do when we're doing...anything?”

The gray pegasus frowned. “Yeah?”

“When we get inside the bad guy's base...”

“Yeah?”

“Do all of them.”

Derpy's eyes went wide. “All of them?!”

“All of them?!”

“Yes!”

“Even...”

Rainbow Dash nodded. “Especially that!”

“Okay, Rainbow Dash! I won't let you down!”

As Derpy wandered off to talk to Time Turner, Fluttershy looked to Rainbow Dash. “Are you sure she'll okay? She might get hurt...”

The cyan pegasus turned to her friend. “Fluttershy, between me or her, who normally gets hurt?”

“...You...”

“Exactly! If we want this Mo-whatever wrecked good, Derpy is a pretty safe bet...You brought Bulk Biceps?”

“YEAH!” exclaimed the big muscular pegasus and Wonderbolt Cadet. Unfortunately, they hadn't managed to covertly contact Surprise, much to Rainbow's displeasure.

“So you lied to me again?” Lyra asked, looking down.

“No, Lyra, I didn't!” Bon Bon pleaded...then looked ashamed. “...At least I didn't think I was...”

The green unicorn cocked her head. “Huh?”

“The Reflection Deflection on me just broke not long ago. I swear if I'd known the truth, I'd have told you! I didn't know...and I didn't know what I was getting you into with that 'little mission'...” the yellow Earth Pony replied. “...I understand if this is too much...you don't have to stay with me...I'm sorry...”

Lyra stared for a moment...then put a hoof on her shoulder. “...How could I stay mad at my best friend?”

Bon Bon teared up and they shared a hug.

“Besides, I was the one who wanted into this, no way I'm backing out when you need me,” the green unicorn replied. “And I'm sure you girls could use another Gifted Unicorn.”

“Okay, this everypony?” asked Rainbow Dash. Unfortunately, due to Appleloosa having agents in it, and most other places, they'd only been able to get one Apple to help. Fortunately, that one Apple was Big Macintosh. That said, AJ wasn't happy some Apples were SiB members, and not just because she'd wanted to call them in and gotten shot down. Bon Bon explained that the many standard issue field agents were just informants who had sworn loyalty to the organization's mission statement. Meant to keep eyes and ears everywhere. That didn't make AJ any happier. The Element of Honesty politely requested NOT to be told which ones were SiB to not taint her feelings for her kin.

“Celestia said that she'd be sending somepony to help she trusted absolutely, and I've contacted our secret weapon to meet us there,” Twilight replied, looking at the gathering. “Other than that, I have one more pony I need to get.”

The group blinked when there was the sound of pecking at the window. Twilight trotted over and opened it, finding a familiar Phoenix sitting there.

“Philomena!” Fluttershy exclaimed, rushing over and producing birdseed for the phoenix. The firebird then squawked. “Huh? What's that?”

“What is it, Fluttershy?” Twilight trotting over. She wasn't surprised to see Philomena. Prankster though the bird was, a Phoenix was still a pretty powerful ally and Celestia sending her made sense.

“She says she brought some friends,” the cream colored pegasus translated.

“I think that'll be my other pick,” Spike said with a smirk, walking up and climbing up on the window...at which point a tiny baby Phoenix flew in and perched on his arm for a nuzzle. Followed by two more fully grown ones and a small group of young ones who landed on the ledge. “I sent a letter seeing if Celestia could have Philomena find Peewee and his parents to help us,” the little drake said proudly, petting the little Phoenix.

“...A flock of Phoenixes?” Twilight asked, then smiled. “Good choice, Spike.”

“I know! Plus I missed the little guy,” Spike replied, petting the tiny firebird who gave a happy tweet.

Twilight blinked as a flash of Celestia's magic appeared. “Huh?” she asked, then gasped as the flash settled and four familiar unicorns appeared. The alicorn smiled and galloped over. “Minuette! Twinkle Shine! Lemon Hearts! Moon Dancer!” she exclaimed, giving them a group hug. “What are you doing here?!”

Minuette gave an excited smile. “Princess Celestia told us she needed us to come help you!”

“And we missed out on that big world saving adventure last time,” said Lemon Hearts, giving a smile.

“So of course we said yes,” Twinkle Shine finished up.

The lavender Alicorn gave a smile. “Thanks...I would have called you, but I didn't know it'd be safe.”

Moon Dancer adjusted her glasses with a small smile. “It's fine, Twilight...I've studied so much, I think it's time I put all this knowledge to use.”

“I know the feeling,” was Twilight's response. “Four Gifted Unicorns will definitely be a big help.”

The group then noticed Lyra and pulled her into the group hug.

“Alright, time to get our last member,” Twilight said, trotting up to the World Mirror. “And Bon Bon?”

“Yes, Twilight?” asked the yellow Earth Pony, who'd donned her old suit and sunglasses. After all, it's not like every S.M.I.L.E. agent would recognize every other one on sight. Lyra had gone off to change into hers.

“Lyra never learns this exists,” the Princess of Friendship said emphatically. She then turned the machine attached to it on, the mirror springing to life.

A few moments later, a yellow unicorn with a red and yellow mane wearing a black (fake) leather jacket came through the portal standing on two legs. She then gave a scream and fell face first to the ground, revealing her sun Cutie Mark. Cover Story and Gear Shift both went wide eyed in shock, Trixie gasping as well.

“Ow...been a long time since I've been on four legs...” the mare said...then smiled, looking up at Twilight's extended hoof. She took it and was helped up.

“Thanks for coming, Sunset,” Twilight replied with a smile. “We needed all the help we could get and thanks to you being bonded to an Element, you're immune to the Stallions in Black's brainwashing as well. I'd have called for all six of you, but...well, multiverse issues...”

“Hey, you helped us with the Sirens, it's only fair,” the unicorn explained.

The Princess of Friendship blinked, looking at her jacket. “Why are you wearing your jacket?...How are you wearing it for that matter?”

Sunset suddenly looked nervous. “Oh! This one's from Equestria! Pinkie Pie gave it to me. I like the look so much I wanted to keep it when I came back here.” No pony noticed her sides seemed a tiny bit wider than one would expect.

“Where did she get an Equestrian jacket?” Twilight asked with a raised eyebrow.

The Equestrian Pinkie Pie whistled innocently.

“...She's Pinkie Pie,” was Celestia's former student's reply.

“...Good point...”

Sunset then blinked when Trixie trotted up to her and looked her over...then looked disappointed. “Is something wrong?”

“...I don't remember you...” Trixie lamented.

“Uh...should you remember me?” Sunset questioned in confusion.

The azure android floated over the yearbook and showed the picture of her previous body. “Trixie 1.0,” she said, then pointed to herself. “Trixie 2.0.”

“Oh!...Oh...” the gifted unicorn replied, her face dropping in realization. “...I think maybe that's for the best...I was kind of rotten to you...”

“...Trixie still kind of wishes she could remember...”

Twilight put a wing over Trixie's back in comfort. “...Alright, everypony, let's go, we've got planning to do.”

The large group headed out, Sunset Shimmer accidentally cracking the floor with a step. She looked around panicked for a moment before carefully trotting and making sure not to do it again.

[=08 – Mission: Impossible – Rogue Nation Theme (The Plan)=]

“Alright, now that I've put anti-brainwashing spells on all of you, we can lay out our plan,” Twilight said proudly.

“Twilight?” Derpy asked. “Is it normal for me to see smells?”

“Just a side effect, Derpy. It'll wear off in a bit...”

“Okay...”

“Alright, now here's the plan,” Twilight said, handing out maps. “We're going to split into three main groups. The rescue team will go with Cover Story in through an access port using his access code and infiltrate the basement of the Stallion in Black's headquarters, Moirai. Once there, they will secure the area and locate the Marionettes in storage there to free them.”

Cover Story stepped forwards. “There are at least two Generation 2 Marionettes located down there, G2T01 and G2T02. They've been in storage for over a decade, but their containers should have kept them in perfect condition. The containers have access for easy recharging.”

“Over a decade...” Rainbow Dash muttered, then looked to Sunset Shimmer. “If the G1s were made because of you and you were grown up back then, how old are you?!”

Sunset Shimmer gave a blush. “...Interdimensional magic...”

“Can they help fight?” AK Yearling questioned pragmatically.

The android agent nodded. “The Generation 2 Marionettes were primarily designed to be test runs for Earth Ponies, like the Generation 3 were for Pegasi. As a result they're more physically powerful than later ones due to not having fined tuned the limitations on their hydraulics yet. While they don't have mithril armor, their steel armor is still pretty tough, though it makes them heavier for their size than they should be. The main issue would be their lack of mana engines, they'll need manual recharging.”

“They'll only fight if they WANT or HAVE to,” Twilight replied. “Rescuing the Marionettes takes priority. If any of the Marionettes want to help fight, fine, but we won't force them to...After they've reactivated the G2 Marionettes, the rescue team will split up with one group going to liberate Gypsy from her prison. The other group will head to the Marionette holding chamber and free the captive Marionettes. As I said, if they want to fight, they can. If they don't want to, we evacuate them. That group is also tasked with securing the Marionettes' creator.”

“...So basically our father?” Trixie questioned, in an absolutely sincere tone.

“...Yes, Trixie. His name is Dr. Bright Future,” the Princess of Friendship explained, showing Trixie a look of sympathy. “In order to prevent any more Marionettes from being created, retrieving him is a top priority.”

Cover Story moved back and let Gear Shift take the place next to Twilight.

“The second team's mission is to break in with Gear Shift using his access code and infiltrate the security room,” Twilight continued.

“ Moirai has a defense system. While me and Cover Story can each get a small group past it, it could alert them to an incoming attack force,” Gear Shift explained. “My team's job is to shut it down.”

The lavender Alicorn nodded. “Once the defenses are down, the third team, the assault team, will begin their attack on Moirai. At this point all three team's have a common goal: bring Moirai down to the ground where our secret weapon will make themselves known and being an all out assault...”

“Secret weapon?” Sunset Shimmer asked.

Shining Armor whispered something in Sunset's ear.

“Yikes, we've got those?!”

Twilight then put two drawings on the wall. One of them was of Masquerade, the other was of a purple night unicorn with a black mane. “In addition to destroying Moirai, we also want to capture as many files as we can find and as many agents as we can. However, these two are our prime targets. The night unicorn's name is Mindwipe, the chief of the memory squad. He's the teacher of the Reflection Deflection spell and the only Stallion in Black who knows how to use it as effectively as they require for more complicated procedures. The second is Masquerade, the director of the entire organization.”

“Masquerade's family has run the agency since its creation,” Bon Bon spoke up. “They're the only ponies who know certain agency secrets and the only leaders they've ever had. The child only takes the lead when their parent dies, so if we take down Masquerade, we cut the head off the snake. At best the rest of the organization will fall into in fighting trying to fill the void and be easier to clean up.”

Twilight nodded. “While we're launching this attack, Celestia and Luna will lead assaults on S.M.I.L.E.'s sub bases throughout Equestria. Any questions?”

One of their Guards, a white stallion with a fiery mane and tail, his Cutie Mark a fire.

“Yes...”

“Sergeant Firestarter, Princess,” reported the stallion. “Is it a problem if we light anything on fire?”

Twilight blinked. “...We're aiming to destroy Moirai, so no, but make sure not to light somepony on fire or needlessly endanger anypony.”

“Alright, Princess...what about lighting ourselves on fire?”

The lavender alicorn's eyes went wide. “Why would we do that?”

“Because they can't grab you if you're on fire, Princess,” the stallion replied, seeming unusually fine with the prospect of being on fire. His squad mates facehoofed.

Shining Armor sighed. “Firestarter's special talent is fire magic, he's able to light himself on fire without being hurt by it. Don't worry, he's...usually competent with it.”

“Oh...well, so long as you're careful.”

“Yes, Princess!” was the reply.

“Okay, any other questions?” Twilight asked.

“I have one, Princess.”

The group turned to see Spoiled Rich half way through the door. Bon Bon gasped.

“Oh! Spoiled Rich...uh...” Twilight muttered, fearful their operation was compromised.

The old mare looked over the room seriously for a few moments...then opened the door fully, allowing the two agents who were in her home to enter the room.

Tied up and unconscious, falling through the door where they seemed to have been leaned against.

Spoiled Rich took a step back. “...You can't.”

The two agents looked to one another. “Why not, Mrs. Rich?” asked the blue one.

“Because Filthy didn't buy the cover story you fed me,” was her calm response. “Give me a little bit longer.”

The black stallion shook his head. “Sorry, Mrs. Rich. No can do. Orders from the Director herself: due to a recent event, all active Marionettes with their positions known to be tracked down and returned to base except for those currently acting in Project Siege. We'll have to use Reflection Deflection on him.”

Spoiled Rich looked back towards the kitchen. “...So...there's no way I can have a little more time then?”

“Sorry, Mrs. Rich. We have no choice,” replied the blue agent.

“...Then neither do I...”

“May I join in?” Spoiled Rich asked. “I want to protect my daughter.”

To be continued...

Part 1: There Are No Strings

“'Project Cut the Strings?” Trixie questioned while still practicing the Neighponese symbols, the group currently in the cargo hold of an airship. Getting one to transport this large of a group wasn't easy, but thankfully Yearling knew ponies that would die before spilling her secrets and Spoiled's last name was Rich for a good reason. “Really? That's the best you could come up with?”

Twilight blushed slightly. “Well, you are called Marionettes...And it's Operation Cut the Strings. Project Cut the Strings was me studying how to fry a Marionette's failsafes with the minimum amount of mana possible.”

“Good to know,” the azure android replied, flatly. “...Trixie guesses it's okay...but another idea?”

“What?”

“'Operation Data'?”

“...Admittedly, that one's better.”

“Thank you, Trixie enjoys Star Trot.”

Twilight gave a chuckle, then looked to Trixie's symbols. “Practicing?”

Trixie nodded. “Yes, though only a few have been used in actual combat before and only Meadowlark herself managed to pull off some of the higher tier ones during duels...” she explained, flipping the book detailing the magic to a page showing four symbols arranged like the directions on a compass, with a dragon, phoenix, tortoise, and tiger depicted behind them. “Just look at THIS one!...hehe...then again, that's why no pony would ever expect you trying it if you figure it out, would they? Kind of up Trixie's alley.”

“So why are we wearing the two guys Mrs. Rich took out's suits again?” Rainbow Dash asked, now in one of them, Yearling in the other, both with their manes in the fitting style. The agents they'd belonged to were now in the 'Friendship Dungeon' as Spike put it (which was just the basement reinforced by Shining Armor up to eleven). Unfortunately, they hadn't been able to convince them to change sides, as neither were willing to believe the Cutie Map wasn't a trick or listen to reason. “I thought the plan was no pony seeing us until we're already kicking flank...not that we don't look awesome. Except for the mane style.”

“On a stealth mission, the less of a chance of a slip up the better,” the adventurer explained in an experienced tone.

“Guess that makes sense...real question is why Rarity is wearing a Shadow Spade outfit...” was the cyan pegasus' flat reply.

“There's a reason Shadow Spade wears dark colors, Rainbow Dash,” Rarity replied, wearing a variation of her outfit from her previous investigation. She stepped back into the darker area of the cargo hold, the dark red providing excellent camouflage. “Fashionable and functional.”

“So...” said Sunset Shimmer, sitting down next to Starlight Glimmer nearby. “You're Starlight Glimmer?”

The unicorn blinked, then nodded. “Yes...and you're Sunset Shimmer. I've heard of you...”

“Good or bad?” questioned Celestia's former student.

“...Bad...In fact you kind of inspired me...” said Twilight's new student replied, giving a sheepish look. “...I'd heard of how you treated others and it just reinforced my former beliefs on Cutie Marks.”

“Yeah...I was a jerk...” Sunset muttered, rubbing her head. “...Twilight said you reminded her of me...but until you said that it didn't hit me why...”

Starlight cocked her head. “Huh?”

“...Well what we did was opposite...but in a why we were the same in the end...”

Starlight gave a flat look. “I made an entire village act like the lowest common denominator and completely identical out of a twisted sense of equality...”

“And I made a high school become all ABOUT the differences between people to raise myself up...but we were both extremes...”

Starlight Glimmer gave a blink. “...I...hadn't thought about that...”

“...I was all about turning everybody into cliques with me alone at the top, you were all about everypony being the same so you wouldn't be alone...we were exact opposite extremes...and we both made the same mistake in the end...” Sunset Shimmer explained. “...We both wanted payback on Twilight...”

Twilight's new student shuddered, a barren, burned wasteland flashing in her mind. “...I destroyed Equestria several times over...all for a petty grudge...”

“And I turned myself into a she-demon, brainwashed a school, tried to murder Twilight and her friends in my world, and attempted to conquer Equestria with an army of demons who used to be teenagers...all just to make Twilight pay for 'stealing' what was mine...” the yellow 'unicorn' replied. “...And that's revenge. Gets you up in the morning, and when you get it? Feels great...for about five minutes.”

“Then you realize what it cost you...”

“And you realize it was never worth it in the first place...It wasn't worth it at all...”

“And find yourself so guilty you can't understand why she would still give you a second chance...” Starlight finished. The two shared a smile.

“Alright, everypony, Moirai is currently over south edge of the Everfree Forest and we're almost there, so after much thought, I'll now tell everypony their teams,” Twilight Sparkle announced, getting the group's attention and producing a check list. “The teams are as followed:
-Marionette Rescue Team, consisting of myself, Sunset Shimmer, Starlight Glimmer, Trixie, Lightning Dust, Cover Story, and Zecora.
-Gypsy Rescue Team, consisting of Moon Dancer, Minuette, Twinkle Shine, Lemon Hearts, Lyra, and Bon Bon.
-Defense Disabling Team, consisting of AK Yearling, Rainbow Dash, Rarity, Gear Shift, Time Turner, and Fluttershy.
-The rest of you will be the Assault Team, follow my BBBFF's orders.”

Big Macintosh was no longer present, having been sent to watch the CMC, Diamond Tiara, and Silver Spoon (the latter two now joining the CMC's sleep over on Spoiled 's orders while their mother was 'at a boring meeting' with Applejack 'that suddenly came up'...and had to down a glass of lemonade to prove she wasn't a Changeling).

“The Marionette Rescue Team has myself, Starlight, and Sunset because we have the highest mana reserves. The Gypsy Rescue Team has our next strongest members because Gypsy is likely to be fairly heavily guarded, and that group all know one another well. Each infiltration team has one agent who knows the way. They also have one survival expert to be their eyes and ears.”

Bon Bon, Zecora, and Yearling nodded.

“They also each have an illusionist to use their abilities to keep them from being spotted and fool the security systems.”

Rarity, Trixie, and Twinkle Shine all nodded.

“And remember,” said Cover Story. “Don't reveal yourselves to the entire base until the Assault Team begins their attack. If we fail, us Marionettes are scrap metal and anypony 'unimportant' will probably wake up the next morning in Saddle Arabia thinking they're a cabbage merchant.”

“He's right, be careful...alright, everypony, Griffon, and miscellaneous species got the plan?” Twilight asked, getting a group nod. “Any questions?”

“One,” said Yearling, raising a hoof. “I get what this Mindwipe is probably capable of, but anything about Masquerade?”

“She's a unicorn, leads the place, constantly has a maid with her whenever she's out of the office,” Gear Shift explained.

“She's also got all the personality of a clock,” said Cover Story flatly. “And the fact I'm saying that should say something.”

“...I knew her mother,” Spoiled Rich explained. “She's the spitting image of her. No wonder some rumors went around she was a clone.”

“I heard ones that she's a Marionette copy...” Bon Bon commented.

“I heard she's the same person who kept getting new bodies,” Gear Shift pitched in.

“Changelings that just keep replicating the previous one,” Cover Story commented. “Craziest rumor I've heard was she's a Draconequus trying to make Equestria sick of order, mainly by ponies who aren't fond of her.”

“So in other words: even you guys don't know a thing...” Rainbow Dash pointed out.

“Secret conspiracy,” Cover Story reminded matter-of-factly.

“Okay...Any more questions?” Twilight asked, not getting any. “Then let's head out. Commence Operation Data.” She then blinked, noticing confused looks. “Data?...From Star Trot? The android? Whole episode about trying to prove he's a sapient being?”

Sitting in her prison, Gypsy suddenly looked up, floating her wheel in front of her eyes, causing them to glow in the dark. A small smile came to her face.

“I've got no strings to hold me down...
Make me fret, or make me frown...
I had strings, but now I'm free...
There are no strings on me...”

The slot to allow her captors to look in on her slid open and an eye peaked in. Around the eye was reddish brown fur, and lightning bolt shaped scars. “What are you doing, Oracle?” asked a deep voice with a Roedinan accent.

“My name is Gypsy.”

“I asked you a question, Oracle.”

“...Nothing, Thunderhoof. I was just singing a little bit.”

“You aren't supposed to be doing anything but predicting,” the voice replied, a bolt of blue lightning crackling about what could be seen of him.

“So, why exactly are we walking?” Rainbow Dash asked as the group moved through Everfree Forest on the opposite side of Ponyville and a series of lightning flashes lit up the clouds above. “We have an airship.”

Gear Shift looked over his shoulder at her while Fluttershy was on 'keep dangerous animals and monsters away' duty. “Moirai has sonar.”

“Oh...”

“That reminds me,” replied Twilight, looking to the agent. “How can a moving base big enough to house an agency be traveling across Equestria without anypony ever seeing it?”

The pegasus agent opened his mouth to speak before a part of the sky began to glow and lightning began to crackle about it. “...You're about to find out...”

=Luna: Silver Star Story – Grindery=

A mammoth structure descended through the clouds. While covered in what looked like a storm cloud, every few minutes, a bright flash of lightning surged over it, making the outline visible for a few moment. It was about the size of the Castle of the Two Sisters or Canterlot Castle, with harsh, mechanical angles to it. What looked like cannons or other weaponry were just barely visible along it's sides. The bottom was rounded, giving the impression of fortress atop a floating island.

“That's Moirai?!” Rainbow Dash asked, eyes going wide in shock.

Gear Shift nodded. “Hides in storms using similar weather technology to Cloudsdale to produce a constant cloud around itself. When there isn't a storm going on anywhere, it hides either in the Frozen North or the Everfree Forest where a wild storm won't draw any attention. It's a fortress kept aloft by mana engine powered boosters so if we want to ground it, we'll need to wreck the engine at its core. It also uses teleportation wards to remain secure and jamming spells to hide itself from magical detection. Both should go down when we shut down its defense systems. ”

“Let Trixie guess, more of father's handy work?” Trixie questioned.

“Yep. Though there's rumors we found a UFO crashed in Roeswell and he got some of it from that, even we're not sure if THAT one is true,” Cover Story replied, no one sure if he was joking or not.

“Alright...” Twilight said, turning to the group. “Defense Disabling Team and Rescue Teams, let's go!”

=Mission Impossible Theme -Mission Impossible=

Entering a gigantic floating fortress with a large group took some thinking. Thankfully, when you had some of Equestria's brightest minds on your team, that wasn't in short supply.

There were specific parts of Moirai were one could teleport to for unicorn agents to enter (Earth Ponies had mini transports). However, only Cover Story knew where those were and unfortunately the android agent had the bare minimum ability to make the teleport himself. In addition, said places had pressure sensors to pick up ponies following agents and cameras for the same purpose. Solution for the first problem? A group teleportation spell, simple.

Solution for the second and third?

As the group came out of teleport, Starlight Glimmer had about two seconds to use her 'telekinetic flight' spell to catch every member of the group who couldn't fly or be carried by a Pegasus. As powerful as she was, Starlight quickly began to sweat. Twinkle Shine and Trixie had already placed an invisibility spell on the group before hoof. Immediately before hoof, as even with two powerful unicorns splitting the spell (one of which was an android with one of Meadowbrook's Eight Enchanted Objects for a horn), it was taxing on the mana reserves.

Cover Story trotted up to a number pad next to the door and entered a code, opening the door and allowing the group quick entry before the large invisibility spell gave out. Before Starlight could lower the group down, the android agent subtly held up a hoof...and pointed down to reveal another pressure sensor on the other side of the door. Starlight quickly adjusted, panting and sweating heavily from the strain. The agent motioned to a pair of cameras on the walls, prompting Twinkle Shine and Trixie to put illusion bubbles in front of the lenses. Cover Story finally nodded, allowing all three unicorns to deactivate their spells.

Everypony who wasn't wearing a SiB suit was wearing black warpaint. According to Zecora, not only would it help hide in the shadows, it would help prevent them from showing up to scanning spells. Twilight had to avoid looking as somber as she actually felt when she revealed them, given the other specialized warpaint she'd seen another Zecora make.

“Are you alright, Starlight?” Twilight asked in a hushed tone.

The unicorn wiped sweat off her forehead. “I'm fine, Twilight. Just doing that spell to some many ponies at once isn't something I prepared for.”

The Princess of Friendship gave a reassuring smile. “You did a good job.”

“Sure that will work?” Cover Story whispered, looking to the illusion bubbles around the lenses.

Twinkle Shine smirked and nodded. “Yeah. That illusion bubble is making the camera see this hallway without any of us in it. Should last plenty long enough for us to get by.”

The agent nodded, then continued to lead them forwards, Zecora keeping her senses at the ready, holding a simple staff and several pouches. Lemon Hearts and Moon Dancer also had saddle bags on. Everypony was moving methodically, keeping their eyes out for the smallest movement, knowing one wrong move and everything was for nothing.

“No guards at the door?” Twilight questioned, noting the hallway was abandoned.

“This is the storage access area,” Cover Story explained. “Nothing here but the forgotten. And, at risk of sounding hypocritical given I AM part of their technology, the Stallions have gotten a little too reliant on it and fate to protect this place. The inside has a lot less security than it probably should. Guess they think this place will never fall.”

“Humble ones aren't you?” Trixie remarked with a chuckle, trying to lower some the tension a little. Of course if she had a heart, it'd be racing a hundred miles an hour. “Should have called this place 'Ozymanedias' from the sound of it.”

“Can't say that isn't an apt comparison,” her 'cousin' (as Cover Story felt was fitting) replied. “When you think Fate itself is on your side and have gotten away with this stuff for as long as we have, kinda hard not to become complacent.”

“Just because complacent they have become, does not mean easily our enemy will be undone. In our foes armor there is a crick, but one hole doesn't always make a boat sink,” Zecora advised, keeping her eyes on their surroundings and pointing ahead at a camera for Trixie and Twinkle Shine to deal with well ahead of time. “Be on alert my friends, for this battle only now begins.”

The Defense Disabling Team had both an easier time and a harder one.

On one hoof, they had more Pegasi able to fly and less members over all, and Zecora's sensing spell jamming warpaint would let them slip in.

On the other hoof, they had two problems that the other group didn't have.

The first was that ever few moments, a pulse of lightning went around the outside of Moirai as a defensive measure (something the unicorn teleportation areas naturally avoided).

“It's okay, Fluttershy,” Rainbow Dash said, Fluttershy cowering a bit as they flew nearby. “You can do this. I believe in you.”

Rarity, who was riding on Rainbow Dash's back, nodded. “It might be frightening, but you've faced scarier things before, darling. And don't forget that we're doing all of this for Trixie.”

Fluttershy perked up when she heard that. “O-Okay...if it's for Trixie...”

“Alright...” said Gear Shift, the group flying just outside the border of the lightning. The torrent of lightning surged around the base. The agent quietly counted down to himself. “Three...two...one...NOW!”

For a moment, time seemed to stand still as the group dove in the moment the lightning faded. No pony took a breath until they made it to the arrival deck, the pegasus except Gear Shift stopping and hovering just above the platform to avoid setting off the pressure sensors. Fluttershy jumped slightly as the lightning crackled around Moirai again directly behind them, the end of her tail getting singed.

Rarity took a deep breath and focused, straining as magic gathered in her horn. Finally, the cloaking spell went off, surrounding the group minus Gear Shift.

The second thing the Defense Disabling Team had to deal with that the Rescue Team didn't need to deal with was the door being guarded on the other side. The fact cameras were also an issue meant simply overpowering the agent to enter was out of the question.

So Gear Shift merely opened the door and entered like nothing was out of the ordinary. The interior of Moirai was a bleak, mechanical gray. Featureless except for doors, signs, and cameras. “Identification?” asked the yellow Earth Pony inside with the same emotionless voice that he and Cover Story used. Her mane was black and her Cutie Mark was a fireball, but she was otherwise dressed identically to Cover Story and Gear Shift.

Gear Shift stepped in, then to the side so he was face to face with the mare. “Elite Agent Gear Shift,” he explained, back to his old monotone and taking out a blank card with his wing...then as they entered, under cloak, Rainbow Dash and Yearling used their wings to cause a 'burst of wind' to knock the card into the corner.

While the mare was watching him kneel to pick up the card, the others made their entrance and quickly got past the pressure sensors. Moving too quickly meant that the invisibility illusion might 'glitch' and expose them. Too slow and Rarity would tire. Everypony held their breath as they carefully moved, trying their best to make no sound. Fluttershy hoped she was the only pony hearing her heart beat booming in her ears.

“Here, sorry about that. Storm seems a bit intense today,” Gear Shift covered, but not losing his emotionless tone.

“It's fine. Happens more often than you would think,” the female agent replied, taking out a spray bottle and applying it to the card, causing it to display an ID for the other agent. “Alright, you are clear.”

“Thank you,” the pegasus agent replied.

“But where is your partner?”

The others looked back wide-eyed.

“Getting the Marionette we were sent to capture ready for transport up. He sent me up to report it,” Gear Shift replied.

“Good, all the Marionettes are being recalled.”

Gear Shift cocked his head. “Really? My partner and I have been gone from awhile now.”

The mare nodded. “Yeah, something about the Oracle seeing a future and new failsafes.”

“I see. We were retrieving this one for Project Siege.”

The female agent listened...then sniffed the air. “Hey, do you smell something burning?”

Inside the illusion spell, Fluttershy stopped in her tracks and gave a scared look back to her burnt tail. The entire group took a deep breath and held it, not making a peep as the mare looked around carefully and Rainbow Dash tried to blow the smell of burnt fur away from the agent.

The male pegasus agent rubbed the back of his head and allowed himself a slightly mortified look. “Yeah, about that...I kind of misjudged myself without my partner's weight on my back and my tail got singed on the way in. I thought I cut off all the burnt hairs but I guess I missed some. Was hoping no pony would notice.”

The mare let her emotionless facade falter and gave a chuckle. “Don't worry, I'll keep it our little secret.”

The others gave a silent sigh of relief and continued on until they managed to get around the next corner, Rarity quickly putting the same illusion bubble the other group used around the camera in that hallway.

“Thanks, I owe you one,” Gear Shift replied, then gave a small salute before heading into the next hallway as the others, now out of the mare's sight, came out of illusion. Rarity panted and ate some of Bon Bon's mana replenishing candies while Rainbow Dash patted Fluttershy on the back to calm her down.

Zecora held out her staff in front of the group as they came to a large, dark room. Her ears twitched and she scented the air. “I can say with pride. In this room others hide.”

“Lightning Dust, cameras?” Twilight asked, looking to the android.

Lightning Dust nodded, stepping up to the very edge of the room and pressing the (now concealed) button Twilight had installed, causing her optic to glow green and the night vision spell to activate. She scanned the room and pointed three places one right after the other. “There. There. And there.”

Trixie and Twinkle Shine nodded and stood by her, each firing a spell bolt (concealed with Rarity's spell for hiding their magic), putting each camera in an illusion dome designed to keep the room from appearing suspicious.

Zecora poked her head out and looked around carefully...then up slowly. She pointed up with her staff and revealing another camera which Twinkle Shine promptly put in another illusion bubble.

Once making sure no pony was immediately in near by, the zebra climbed up a pile of boxes with practiced skill and grace. She carefully surveyed the room before motioning for the others to join her. She pointed to three separate locations, an agent with a red tie at each of them, monitoring the area with flashlights. The group quickly had to duck out of the way of one of those flashlights.

“We need to take them down before we can do anything,” Twilight commented in a hushed whisper, keeping her eyes on the three spots of light for any reaction. “And we need to do it quietly.”

“I think I can handle the closest one, if Moon Dancer can help me,” Lemon Hearts whispered, taking off her saddle bags and setting them down.

Moon Dancer nodded. “Just tell me what you need to do.”

“Me and Twinkle can handle the furthest one,” Minuette said in her typical energetic way. “Right, Twinkle?”

Twinkle Shine nodded, giving a smile.

“Leave the last one to me and Lyra,” Bon Bon finished. “Just watch our backs, just in case.”

While Bon Bon and Lyra merely started sneaking over covertly, Minuette's horn glowed...and she turned into a golden blur, moving a good ten feet in a second. Twinkle Shine projected a thin beam of light along the same path and seemed to move to the end of it in a moment.

Starlight's eyes went wide. “Speed spells?”

Lemon Hearts shook her head. “Minuette's special talent is time. She's 'blinking' forward through time to accelerate in a certain direction, though she can't do it for more than a few seconds of real time and...well, you wouldn't want to HIT somepony while doing that. Twinkle Shine's special talent is light, so she can ride on beams of it, though the further she travels the harder it is to control it. Ironically it's harder for her to do it in a room where the lights are all on.”

“...Okay...what about you?” Twilight's student asked, fully aware she was with a group of 'Gifted Unicorns.' Reformed or not, Starlight was still a bit uneasy about that fact.

“Lemons,” the yellow mare replied simply.

Starlight raised an eyebrow. “Lemons?”

“Lemons.”

One of the agents heard a noise behind him and turned to see nothing there. Minuette blinked behind him and gave a big smile...before blinking away again when he turned. She kept this up for a few seconds (as long as she could without tiring herself) until the stallion's flashlight fell on Twinkle Shine...who promptly rode the flashlight's beam and appeared right in front of him, blasting him at point blank with a stun spell and knocking him out. “You okay, Minuette?”

Minuette panted and ate some of Bon Bon's candies to replenish her mana. “Yeah, just took a little too much time there.”

The two shared a chuckle at that.

The second agent continued doing her rounds...then heard hoofsteps behind her...

The mare's light fell on Bon Bon. “It's okay, it's just me.”

The mare gave a sigh of relief, looking at Bon Bon's black tie. “Sorry, ma’am. I am just a bit jumpy down here.”

“Smart to be jumpy anywhere in this line of work,” the beige mare replied.

Suddenly, a pair of golden energy hands manifested and grabbed the agent too tightly for her to escape, allowing Bon Bon to rush forward and put a rag over her muzzle before she could say anything.

“Sorry...nothing personal, you don't seem like a bad pony...” whispered Bon Bon as the mare passed out. She slowly lowered her to the ground, being careful not to hurt her as Lyra let go.

“...Do I want to know why you have that?” Lyra asked, looking at the rag with an uneasy look.

“No, you don't...” the former monster hunter replied, looking down. She didn't want or feel she needed to tell Lyra how many times she'd done that before.

“Didn't think so...”

The final guard continued his guard duties...when he heard a strange gurgling noise behind him. Spinning around, a cat-sized lemon with tubes for legs gave a mouthless gurgle and pounced on his face, wrapping said tube-like limbs around his head. The agent let out muffled screams as he tried to dislodge the creature...only for two more to pounce and constrict his legs, giving Moon Dancer time to nail him with a stun spell directly at his head and knocking him out.

Sunset Shimmer stared at the sight in wide-eyed shock. “What...what are those things?!”

Lemon Hearts put down a hoof and allowed one of the strange lemon creatures to climb up her leg and nuzzle her, the two others nuzzling her legs “My familiars. I call them 'Angry Baby Lemons.' I have bigger ones but until the teleport wards go down I can't bring them in.”

“...And your special talent is LEMONS?” Starlight asked in disbelief.

“Yes. It's not what you have, it's how you use it.”

Twilight smiled. “Lemon Hearts is one of the reasons why I didn't believe your philosophy back in Our Town. Lemon Hearts isn't a Gifted Unicorn for being strong, she's one for being creative.”

“Alright, that's all of them...” Bon Bon said as she trotted over carrying the unconscious agent on her back, Minuette carrying the other in her telekinesis.

Twilight nodded. “Now where are the G2 Marionettes?” she asked, looking around the dark room. It was filled with crates and boxes, though some things just sitting here and there.

“This is where the Stallions in Black send things they're through with to rot,” Cover Story explained, joining her in their search.

“So in other words: if Trixie hadn't got the word out to Rainbow Dash and her friends, I'd be down here soon?” Lightning Dust asked, using her night vision upgrade to look around.

The android agent nodded. “If you were lucky. Probably Trixie too.”

The azure android in question, now that she didn't have to worry about her normal bombastic nature getting in them exposed, trotted over. “So...is Trixie's original body down here?”

“...What's left of it they didn't reuse in your new one, why?”

Trixie looked a little unsure. “...Trixie....She knows it might sound foolish, but Trixie wants to see herself, face to face...and no, not for the obvious reasons, though she's sure Trixie 1.0 was beautiful...because she can't remember that life...it's...complicated,” the mare explained, a twinge of...fear in her tone even she didn't explain.

Twilight put a hoof on her shoulder. “I'm not an android...but I think I can understand trying to reconnect with a part of your life you'd forgotten...either way, come on. We have to find G2T01 and G2T02 before we can continue.”

“The crate they're in should be labeled pretty plainly. Assuming they're not covered in too many cobwebs,” Cover Story remarked, wiping off some webs off the crate next to him.

“Twilight, should we head out?” Moon Dancer asked, being more logically minded by nature. “The other team probably is already on their way. The moment they complete their objective, this place will be harder to get through.”

Bon Bon nodded. “Plus, the Marionettes have an instinctive fear of Agents. It'll probably be best if Cover Story is the only one here when G2T01 and G2T02 come back online...” she said, though Twilight couldn't help feeling that she sounded like herself when she'd been hesitant to see Moon Dancer again.

Twilight gave it thought. “You're right. You girls go get Gypsy, we'll head for where the other Marionettes are kept as soon as we're done here. And be careful,” she said, giving her old friends a hug.

Starlight watched...then approached Minuette as they prepared to depart, looking at the hour glass on her flank and remembering Lemon Heart's words. “So...time is your Special Talent?”

Minuette nodded with an excited grin. “Yep! That's my thing!”

“...So...can you turn back time?”

“Well, sorta,” Minuette said, rubbing her head. “I can rewind time, not so much go back in time. And only once per hour and only for like 15 seconds max. And only for me.”

“Only for you?” Twilight's student asked.

“Yeah, like if I slipped, fell, and broke my leg (that's happened before), I could turn back time and I'll be fine, but no pony else would go back in time. It's complicated, something about reverting my position in the fourth dimension to a previous point. I don't mind not being able to travel back in time though, that's a dangerous thing to do.”

“H-How so?”

Minuette gave a shudder. “Because if you change something, then there's something with an 'effect but not a cause.' You know, because you weren't supposed to be there so time gets confused and everything goes off the rails and next thing you know apes rule the world or something. You know, 'Butterfly of Doom.' That's why Starswirl the Bearded's time spell only let's you make stable time loops...hey, are you okay? You look kind of pale.”

“Y-Yeah...I'm fine....”

Gear Shift, Rainbow Dash, and Yearling merely pretended to be talking with one another as two more, red tied agents passed by. Time Turner, Rarity, and Fluttershy hid behind them in a janitor's closet and only emerged after they'd passed.

“It's unfortunate they're so prepared for mind magic, I have some papers that would make this easier...” the time focused Earth Pony remarked.

The group continued on, Rarity continuing to use the illusion bubbles to fool cameras that Yearling pointed out.

“Alright, so once we get in there and kick flank, then what?” Rainbow Dash asked, the entire group keeping their eyes peeled and on edge every moment. All of them were moving following Fluttershy's walking motions for maximum stealth (which was why the shy pegasus was there in the first place).

“Then me and the Doctor handle the defense systems,” Gear Shift explained.

“Well I'd probably be sufficient, but you know the place...” Time Turner replied. “Though may I make a practical suggestion, Mr. Shift?”

“What?”

“Instead of disabling, why don't we just set the defense system to self-destruct?” the stallion questioned. “Then there's no risk of them reactivating it, seems simpler all things considered.”

“...Hadn't thought of that, but probably the smartest thing.”

“Thank you. Honestly I'm just glad I get to be in my element. Science and technology!”

“Shush, we're here...” Yearling said as she stopped the group and produced a hoof mirror, holding it so she could see down the adjacent hallway. A door simply labeled “Defense Systems” in plain, bold text. Standing by it was a single, white furred agent with a brown mane. Like the agents in the storage area, he wore a red tie. “One guard...Gear Shift, come with me. Rarity, the camera...”

Rarity peaked out and used the hoof mirror to fire a concealed spell bolt and put an illusion bubble around the camera in the hallway.

Rainbow Dash gave an excited look, but knew when to be quiet.

Gear Shift and Yearling both approached, looking emotionless and stoic as an agent should. “Hello, Agent,” said Gear Shift.

The agent gave a salute. “Hello, sir.”

“We were sent to relieve you,” Yearling said, managing to copy the exact tone of the agents. “You know how it is, schedules change when something big happens.”

“Something big, ma'am?” the agent questioned.

“The issue with the Marionettes being recalled,” Gear Shift replied, not missing a beat. “Probably going to assign you to something else. Would tell you more, but they wouldn't tell us. Need to know information, you know the drill.”

“Yeah...” the agent replied, giving a sigh. “Can be crazy sometimes.”

“Sorry about this,” replied the gray pegasus agent.

“No problem,” the agent replied, giving a salute and trotting off...only to walk right into a jump kick from Rarity as he turned the corner, stunning him long enough for Rainbow Dash to knock him unconscious with a headbutt.

“Was that really necessary?” Fluttershy asked, giving a whimper.

“Sorry, but if he went to go get new orders and found out we tricked him, our cover would be blown,” Gear Shift explained, trotting back over. Yearling grabbed the unconscious agent and dragged him into a broom closet where she tied him up.

“Oh...”

“Sorry, darling, but this isn't one wrongdoer we can just give a nice speech to and they turn good...I hate violence as much as you do, but if we want to free Trixie and the others, we have no choice...” Rarity replied, giving a sympathetic look to her pacifist friend. “Bon Bon already tried the peaceful solution and so did Gypsy. We're ponies, if there was another way we'd be doing it.”

“I know...I just don't like it.”

“And that's a GOOD thing, in all honesty,” Time Turner remarked in an experienced tone. “Violence isn't really something anypony should get in a habit of wanting to do. Trust me, I know from experience what somepony who enjoys violence is like and it is not pretty.”

“He's right,” Yearling replied, coming out. “Daring Do might be more violent than the normal pony, but she doesn't like violence. It's just her bad guys need to get their flanks kicked before they'll stop. There's a reason Ahuizotl is the BAD GUY.”

Fluttershy gave a small smile. “Thanks.”

“Hey, why do some agents have red ties and some black?” Rainbow Dash asked after patting Fluttershy on the back, peeking back at the tied up agent in the closet. “I mean you guys are all identical faceless, creep-”

“I get it,” Gear Shift interjected. “And simple: Elite Agents wear black ties, normal agents wear red ties. Organization purposes.”

Rainbow Dash raised an eyebrow. “Really?”

“The Director is a bit strict about us all being 'just cogs in a machine.'”

“What's this?” Trixie asked, finding what looked like a Marionette that had been utterly destroyed before it was even complete in one of the crates...an Alicorn Marionette. The metal seemed to be a copper or bronze colored metal, rather than the silver Mithril composing her and Lightning Dust, seeming much more 'clockwork' in design over all. The head had sustained heavy damage, the computer inside destroyed.

“That thing?” Cover Story asked, giving a disturbed look. “That's G1P00, different series built after yours...or was.”

“Why is it like this?” the azure android asked, staring at the ruined robot. It was in such shape she couldn't tell if it was meant to be male or female.

“Well, you see, one of our prime directives was 'counter Princess Celestia if she turned bad' if you recall,” the android agent explained. “This guy was meant to reign Celestia in if she went rogue...but...well...” he looked to the containers next to that one. There were several. “Those contain the rest of the P series up to G4. All Alicorn Marionettes. Some got far enough to be given explanations like being Celestia and Luna's long lost brother or a rogue Alicorn or Nightmare...but it always ends the same: with them going berserk and having to be put down.”

“Why?” the showmare asked asked. She'd say she felt like her oil ran cold, if Applejack hadn't corrected her on that earlier.

Cover Story shrugged. “Alicorns and Nightmares don't like taking orders? After all, I guess when you program something to think it's a god...it thinks it's a god.”

Trixie nodded slowly, but didn't take her eyes off the destroyed robot. “...What does the P stand for?”

“Don't know. They never explained that part when we had to destroy the last one, which wasn't easy mind you, and the dang thing hadn't even gotten hind legs yet. Maybe Prince/Princess Series?”

“Yes...Trixie supposes that's logical...” the mare replied, then sadly looked at G1P00. CPU destroyed and in ruin. “...Let's hurry before this happens to any more...” She then reapplied her illusion bubbles on the cameras just to be on the safe side.

Sunset Shimmer pried open another crate and gasped with a smile at what was inside...then blinked. “Uh...guys, I think I found something, but it's not what we're looking for...”

Cover Story and Trixie came over and peeked inside, finding a quartet of metal pods, each standing upright with an upward swinging door with a translucent dome window in the upper part. Across the middle of the door was 'G4T01'...on each. Three were about the size of an adult pony and one was the size of a child.

“Oh...those...” Cover Story remarked in a way that showed how awkward he expected the conversation to be.

Trixie trotted over and looked through each window. “It's...Trixie?” she asked, finding an identical mare on the other side. “Trixie?” she asked, looking in the next one. “...Male Trixie?” she continued, looking at the third. “Colt Trixie?!” she finished, looking in the last one.

“...Didn't see that coming...” Sunset admitted, eyes wide.

“These are your...back up bodies, so to speak,” Cover Story explained, trotting over to them. “Blanks with empty horns waiting for your AI and Crystal Wand to be put in them in case your body got wrecked. We had to rebuild your first body like eight or nine times after your run ins with Sunset and we didn't know how much better a Mithril body would hold out, so back ups seemed like a good idea. We didn't need them and put them down here just in case...”

“Trixie sees...but why are there two MALE Trixies?!...Not that male Trixie isn't amazingly handsome and colt Trixie isn't adorable...they are...very much so...” Trixie replied, looking admiringly at the male Marionette body.

“We went through different ideas before settling on your final version. The males are named Presto,” Cover Story explained.

“Trixie sees...Twilight...”

Twilight, looking through another box, turned to them with an annoyed sigh. “No, you can't upload copies of your programming into each of them to have a group of you,” the Princess of Friendship explained.

Trixie gave an annoyed sigh. “Was worth a shot...Trixie thought 'Trixie and the Trixies' sounded like a wonderful name for a group...”

Twilight Sparkle then screamed as a mechanical, pirate fox animatronic with a hook for a hand screeched, trying to grab her from inside the box. She slammed it shut and nailed back closed, breathing heavily. “What the Tartarus was that?!”

Cover Story raised a hoof and opened his mouth...then paused in confusion. “I...have no idea...What? You thought I would know everything down here?”

“There!” Bon Bon alerted, pointing and allowing Twinkle Shine to illusion spell a camera.

“Are you sure you know where you're going?” Twinkle Shine asked, looking around. “Lyra said you've not been part of this place for years.”

“And this place hasn't changed much for years...” the retired agent replied, keeping an eye out around her. She knew better than anyone the importance of keeping your eyes peeled at all times. “The Stallions in Black are...stuck in their ways a lot of the time...I tried to change that and fix things, but they were too stubborn...besides, they can't move the Oracle's room. Her prison is made of pure Orichalcum.”

Moon Dancer's eyes went wide. “But an entire room made of Orichalcum would cost more than a fleet of airships! It'd take a year to magically synthesize that much!”

“Exactly, which being magically resistant is hard to move. Remember, this is a pony connected to the Tree of Harmony itself we're talking about. Seeing the future isn't the only thing she can do,” Bon Bon explained, keeping her eyes ahead and pointing to another camera they were coming up on for Twinkle Shine to disable. “She doesn't leave that room without a magic suppressor on her horn either...”

“...And that poor girl doesn't want to be here?” Lemon Hearts replied, her familiars back in her saddle bags.

The former agent sighed. “No...she doesn't...She hasn't been out of this place in years...I tried to convince them it was wrong, but they don't want to listen.”

The yellow unicorn glared. “They should be ashamed.”

“You're right, they should...but they won't because they think Fate and the Tree chose THEM to carry out its will and protect Equestria, refusing to think about anything or anypony else. Not the Oracle, not the Marionettes, and not even if they have the right to do any of this...and I used to be a part of all of this...” Bon Bon replied. “So yes...they should be ashamed...I'm ashamed...”

Lyra trotted over and put a hoof on Bon Bon's shoulder, causing the mare to jump.

“Oh...sorry...just...I'm still trying to get used to all those memories they buried...”

The green unicorn gave her a hug. “It's alright...” she said, backing up and looking her in the eye. “...Memories or not, those are still my best friend's eyes.”

Bon Bon chuckled. “Could you be more sappy, Lyra?”

Lyra gave a smile. “Wouldn't be me if I wasn't.”

The former agent chuckled...then stopped the group. “Wait...” she interrupted, producing a bag from her pocket and blowing powder from inside it into the hallway in front of them, causing a large web of lasers to manifest. “Laser grid. If we touch any of them we'll either set off an alarm...or a death trap...” She then trotted over to and examined a card reader. “Darn it, my card would be deactivated...looks like we'll have to do this the hard way...”

Bon Bon took a deep breath and stretched...then charged the laser web and did several flips between the beams, diving and weaving through them like it was second nature before landing on the other side and letting her breath out.

“Wow...” Lyra muttered in shock.

“Oh! My turn!” Minuette shouted, horn glowing. She then blinked forwards between the lasers, appearing in the middle of several lasers before quickly making another upward blink through a few more. She did this three more times, changing direction each time to keep moving between them until she landed on the other side of the laser web, panting lightly.

“Alright, my turn....” said Twinkle Shine, preparing herself.

“Wait a moment,” Moon Dancer replied, producing a book and casting a spell as she put a hoof on Lemon Heart's shoulder. Both vanished into white magic and entered the book, Twinkle Shine catching it in her telekinesis and looking inside. Moon Dancer and Lemon Hearts were now pencil drawings on the page and waved. “Hayscartes' method. Twilight DID promise to teach it to me. Sorry, Lyra, I can't do all three of us at once and Lemon Hearts is less athletic than you are.”

Twinkle Shine chuckled. “Nice one...” she said, then looked back to Bon Bon. “Mind throwing more of the dust?”

Bon Bon nodded, then blew some more into the air, making it thicker. “There you go.”

“Good...” the gifted unicorn replied, looking to find a straight line through the web. “Right there...” she said, firing a single beam of light, the dust making it more visible and letting her double check the path. In a flash, she flew through the light beam and appeared on the other side...then had to carefully stop her tail from falling into the path of the beams. “Phew...that was close...” she muttered, wiping her brow before she opened the book and allowed Moon Dancer and Lemon Hearts to come back out. “Alright, Lyra! Your turn!”

Lyra gulped, staring at the laser grid. “I-Is there an easier way?”

“You can do it, Lyra!” Bon Bon encouraged. “You had training too you know!”

“Okay...” the green unicorn muttered. “Y-Yeah, I got some spy training...I...I can do this...” she said, feeling her heart beat pick up speed. She cautiously lifted one hoof over a laser, ducking her head to avoid the one above. She then got on her stomach, crawling under the next one...and gasping, noticing her horn a few centimeters from yet another one. She gingerly lowered her head further to avoid it, but then had to arc her back at a rather unnatural angle and jump through a loop of sensor beams just to make it to the next opening. Everypony took a sharp breath as she nearly fell backwards into the lasers, but managed to just barely catch herself. Lyra silently thanked Celestia that she practiced walking on two legs more than the average pony. “I-I'm okay...”

Lyra calmly looked around, trying to find the next gap in the laser grid. Naturally, it was in an awkward position, requiring a cartwheel to get past. Even with the move perfectly executed, Lyra still gulped when she noticed her tail about to swoosh through one of the beams. She quickly tucked it between her hind legs to squeeze by. The mare then dove forwards through a few more...stopping her muzzle an inch from another. She conjured an magic hand to wipe some sweat off her muzzle before it could fall and it off. She crept forwards a couple inches and stood up, only having one more web to go...when she lost her balance due to one misstep.

“No no no!” she screamed as she fell back...then found yellow hooves catching her. The green unicorn blinked, looking down at Bon Bon's hooves carefully extended between the lasers and catching her by the neck.

“It's alright, I've got you...” Bon Bon replied, giving a reassuring smile.

“Thanks, Bonnie...”

“Will you just get through already before I have a heart attack?!” Lemon Hearts interjected, a hoof over her racing heart.

“Sorry...” Lyra replied as her best helped her back to a stable stance and allowed her to carefully slip between the last web.

“I knew you could do it,” Bon Bon replied, the yellow Earth Pony patting her on the back.

“Thanks...”

After a moment of smiling to her best friend, Bon Bon adjusted her tie and got serious again. “Come on, let's move on...we've got a long way to go...” the former agent replied, the group moving forwards.

Lightning Dust darted around the room, her night vision upgrade online. “Okay, if I was a mysterious conspiracy, where would I put two androids...”

“Doesn't help the dust is so thick I can't see the letters on these crates let alone the words. This will take forever...” Sunset replied, adjusting her jacket to make sure it didn't slip off while she ascended a pile of crates to get a better vantage point. Her eyes finally fell on the crate containing Trixie's 'spare bodies' and she tapped her chin. “Lightning Dust!”

“Yeah, Sunset?” the pegasus android asked.

“Look for crates the exact same height as that one!” Celestia's former student called, pointing to the crate in question. “If the pods the G2 Marionettes are the same size, the crates have to be AT LEAST that tall, and it'd be a waste of space to put them in one too much bigger!”

Lightning Dust nodded, then gave a look around. “Found two of 'em! Right there!” she called, pointing to two crates in the center of the room.

Starlight, who was closest, trotted over and popped the larger of the two open. As she peaked inside, she shown a light from her horn that lit up a pair of pods identical to the ones Trixie's back ups were stored in. One was labeled G2T01 and the other G2T02. “It's them!”

The group came over as Starlight's horn flashed and she sent a pulse through the box, causing it to fall open...Twilight having to catch the top part that now had nothing to support it.

After giving Starlight a flat look (and receiving a sheepish one in return), the Princess of Friendship set the top part down and shined a beam of light from her horn through the windows of the pods. Both looked like teenaged Earth Ponies, probably around 16 or 18. G2T01 was handsome with light brown fur and a long, but well taken care of pale yellow mane. G2T02 was blue, his mane orange and done up in a short, flattop Mohawk, with a pair of black sunglasses over the top of his head. Both had their eyes closed, almost like they were asleep.

“A Mohawk? Seriously?” Sunset asked with a flat look.

“Cut Bright Future some slack, it was in style back then,” the android agent replied, giving a shrug. “Since the Stallions didn't have the Oracle at the time, we just made them for testing, so they're...cliches so to speak. G2T01 is 'the jock' and G2T02 is 'the bad boy'. That's all either of them were supposed to be. Of course, as you would probably expect, neither of them seemed to like 'going according to script' anymore than their younger siblings. 01 ended up joining the Pony Scouts and mellowing out and 02 had a soft and loving side to him. They tried to 'fix' that with failsafes like ours, but it never worked with 02 at all. He kept 'reverting.' After two years of testing, they ended up thrown down here and forgotten.”

Celestia's former student shuddered. “That's...eh, you already know that's heartless.”

“Yes, I do...”

Twilight wiped dust off the pods, Trixie joining her and looking at her 'little brothers.' “...Think we should just let them sleep and take them out of here? Wake them up in a more ideal environment?” the lavender alicorn asked.

Cover Story sighed. “No go, Princess. Those pods take three Earth Ponies each to move one of them. And that's for modern Maronettes, these two weigh more due to the steel construction. Not to mention where we'd have to move them to.”

“What about just leaving them down here till after we've won?”

“This is the basement, as in the part of the building that's going to slam into the ground when we ground this place. That's also why we should take the unconscious agents and put them in a safe room upstairs for THEIR safety.”

The Princess of Friendship gave a somber sigh before she walked over and scanned the two of them. Finally, she drilled a small hole in each window to allow her to put her horn in and fry G2T01's failsafes while Sunset did the same to 02. “Ugh...glad I managed to streamline that spell to lower how much mana it takes...still too much...”

Cover Story nodded as he trotted over and put in a code on each pod. A light came on in each pod as the sound of machinery booting up was heard.

“G2T01/02 ACTIVATION SEQUENCE INTITIATED. RECHARGING...”

“They don't have mana engines, so the pod has to recharge them before they can come back online,” the android agent explained. “Shouldn't take very long...”

While this was happening Trixie gave another illusion spell on the cameras, then trotted over to the other box. She paused in front of it for a moment, an unknown fear making her hesitate. Something about what she knew was in that crate...scared her for reasons she didn't understand. She shook it off, then pried open the side and looked in, finding a single pod labeled G1T01. Giving a gasp, she trotted in slowly and put a hoof on the glass, wiping off a thick lair of dust. Inside was the picture from the yearbooks in the flesh. The horn was gone and it was clear part of the head was missing, exposing part of the endoskeleton (which resembled the one for G1P00 and made her shudder), but the azure android did feel a strange sense of familiarity...before she gave a sad sigh.

“What is it, Trixie?” asked Lightning Dust as she entered and stood next to her 'big sister.'

The azure android jumped, spinning to face her. “Oh...sorry...Trixie...just...” she muttered, looking down. “...I was hoping seeing Trixie 1.0 would jog my memories of being her...but nothing...”

“Oh...Maybe your old memories are still in there?” Lightning Dust asked, pointing to Trixie's original body. “I mean we don't know how our...whatever these things we have instead of brains are work.”

“Perhaps...Trixie wonders if there's a way to get them back...” the azure android asked as she gazed at her old self.

“...Why do you care? I mean no offense, but we're kind of starting new lives and all that stuff.”

“...Because it's part of Trixie's life...” With that, however, Trixie did begin to give that some thought. The memories of the her in that pod...she hadn't thought until this second how different they might be from the new life she had now. How different they might be from her...Perhaps she hadn't thought about this as much as she really should have...That unknown fear reared back up. “Though on the other hoof...”

“G2T01/02 RECHARGING COMPLETE...”

“...Sounds like our brothers are about to wake up...” Lightning Dust remarked.

Trixie nodded as the two G4 androids trotted out, noticing Twilight had used a spell to create a small sphere of light so the two wouldn't wake up unable to see a thing.

With a beep and the sound of a whirling engine, the doors to both pods slowly swung open vertically to reveal a red, fabric lined interior to ensure their contents wouldn't be damaged in transport. G2T01's now revealed Cutie Mark was a soccer ball while G2T02's was a simple black comb. The two teenaged android's eyes flickered open, revealing blue irises.

“Ugh...what happened?” 01 asked, who put a hoof to his head as he nearly fell out of the pod.

“Ace? Is that you?” 02 asked, emerging in much the same way.

“Teddy?” Ace asked, the two teenaged androids shaking their heads. “What happened? Last thing I remember is some stallions in black suits showing me a paper...”

“Yeah. Dad took me out for ice cream then some guy in a black suit...” Teddy replied, then blinked. “Hey, where is dad?”

It was at this point the two noticed they weren't alone in the room.

“Sorry for the rude awakening,” said Princess Twilight, frowning with somber eyes. “But...there's a lot you need to know and not a lot of time to explain...”

“You're an Alicorn! But I thought Princess Celestia was the only one!” Ace exclaimed upon seeing her wings, eyes going wide.

“...And that's ONE of them...”

Author's Note

Okay, let me explain something here: the reason Teddy and Ace are the G2 Marionettes not because I think they're one dimensional, but because they're the kind of characters that normally WOULD be and a lot of detractors SAY they are. I love these guys, they're here because I love them. That is all.

For those that don't know, these two are from My Little Pony Tales, though these are G4 versions of them, not the exact same character, those Redheart being Teddy's love interest (as Redheart is clearly based off of Tales Sweetheart in her design).

Also, this chapter was so long I decided to split it in half for more easy of reading.

Part 2: ...On Me

Yearling slowly, silently opened the door ajar. The room itself was filled with electronic equipment and monitors. The adventurer noted that one of them was of the hallway they themselves were in, only seeing the illusion spell (which Rarity was in the process of reapplying). There were seven occupants in the room; three of them the red tied agents, three dressed in lab coats, and the last being the only stand out. He was a large, muscular Minotaur that was the spitting image of Iron Will dressed in standard SiB attire, a black tie around his neck. He stood and looked over the entire room with the same emotionless expression as the other Stallions. Daring Do's eyes fell on the wrist mounted communicators several of them wore before she slid the door closed. “Got seven; three agents, three techies from the looks of it, and one big minotaur Elite Agent.”

“That'd be Elite Agent Iron Body,” replied Gear Shift. “He was the template for Iron Will's appearance. I've beat him in sparring matches before, but never in this inclosed space.”

“Cameras?”

“This is the place watching the cameras.”

Yearling nodded, putting a hoof to her chin. “Okay...Gear Shift, Rainbow Dash, Fluttershy, I need your help...”

Rainbow Dash was beside her in a flash. “Yes, Da-I mean, Miss Yearling?”

Fluttershy jumped slightly at her name being called. “O-Okay.”

A few moments later, Rarity launched a spell bolt into the room that exploded like a flash bang while using her fine and precise telekinesis to rip the sunglasses off their faces in that moment and leave them exposed.

While they were disorientated, Gear Shift turned up his 'gears' to their maximum and flew in with Rainbow Dash, Yearling, and (somewhat reluctantly) Fluttershy in tow.

Yearling instantly aimed for two of the blinded agents, driving an elbow into one's stomach and an uppercut to the other's jaw before she slammed their heads together to knock them out. Rainbow Dash took the remaining one out with a flying drop kick to the head. Both made sure to smash their communicators before doing anything else. Gear Shift buzzed by, swiping the communicators off of the wrists of the techs and frying them with pegasus lightning.

Iron Body finally cleared his eyes and saw what was going on. He reached for his communicator before his vision was completely clear...only to find it missing. “What?”

Fluttershy eeped and ran out of his reach, the communicator in her mouth before he'd even realized she was in the room.

One tech officer tried press an alarm button...only for Time Turner to push himself between him and the button. “Now now, no need for that. Mind if I borrow this computer?”

Not laying a finger on him himself, the Doctor merely allowed Daring Do and Rainbow Dash to tie the tech officer and the others up. Rarity entered last, closing and latching the door behind her.

“I take that as a no. The Doctor is in!”

Elite Agent Iron Body looked over the situation unfolding around him. If he was intimidated by the odds, he certainly didn't show it. His expression only changed when his gaze fell on Gear Shift. “Traitor.”

“Iron Body, listen,” the gray pegasus replied as he took a defensive pose. “I'm NOT a traitor. The Oracle was telling the truth! The Tree of Harmony doesn't want this!”

“You have always been too sentimental, Gear Shift,” the minotaur replied while he marched forwards and crushed a tech officer's seat in his hand. “She's a liar. She just wants out of here. It's her who does not care what the Tree of Harmony and Fate want. Listening to her begging is a mistake.”

“The Stallions in Black are the ones lying,” was the pegasus agent's reply. “Cover Story is a MARIONETTE and neither of us even knew for Celestia's sake!”

“So?” the minotaur replied with no emotion, towering over them. “We are all just cogs in a machine, Gear Shift. You knew that when you signed up. What does one of us being a little more of a cog than the rest prove?”

“...Everything...Because if my best friend is a Marionette. If the Tree of Harmony wants them free. How can I help enslave them?! How is that right?!”

"Are you going to be asking the toaster about its feelings next?” Iron Body charged, horns lowered at Gear Shift, only for Yearling to intercept with a flying kick to his face...which stopped his attack, but did little else. She followed up with several spinning kicks, all of which connected without any sign he felt him. She finally resorted to ducking a swipe from him and driving a kick right between his legs. With the same result.

“...I'm having flashbacks to a certain Hooviet mechanic...” the adventurer muttered with a flat look before the towering minotaur punched her in the face and knocked her back a fair bit.

“He doesn't feel pain and takes less damage! That doesn't mean he's not taking any!” Gear Shift advised.

“Got it,” Yearling replied, throwing off her disguise to reveal her Daring Do attire and producing her pith helmet. She did a backflip as best she could in the small room as Rainbow Dash performed a fly by kick to Iron Body's head, drawing his attention but once more not doing anything more. Nor did a jumping roundhouse kick from Rarity. “Help Turner! We've got this guy!”

Gear Shift nodded, rushing to the Doctor's side and entering a password into the computer. “Alright, that gets us into the system...now we just need to figure out what to do.”

“That should be the easy part...” Time Turner replied, confidently. “If I can pilot something meant for six pilots by myself and deal with the complexities of temporal anomalies on a daily basis this should be child's play...” He then had to duck a swing from Iron Body's tree trunk like arms before Rainbow Dash flew a circle around the agent, punching him like an angry wasp and distracting him again. “Assuming those three can keep that Minotaur busy...”

Explaining to Marionettes that they were living things was something the group had experience with by now (after being able to prove to them they were Marionettes in the first place, something Twilight had been reluctant to do but realized simply wasn't possible given they would need regular recharging to keep going, something not easy to hide. Especially with the Stallions already aware of it and battle imminent). Trixie had even already covered the problem of 'being able to push your limits' the athletic Ace had with Lightning Dust earlier. The group knew what needed said and how to say it, and this time even had Zecora's philosophical and spiritual guidance on the matter.

“In this world, beings of wood, stone, crystal, and fire do thrive, so why should beings of metal be any less alive?” the zebra questioned the two.

And Trixie had come up with another argument in the meantime.

“Trixie has had three days to think on this matter, and she has come up with this compelling argument,” the azure android said, taking a proper, official pose. “You're effectively immortal and will never lose your good looks! If you want to grow up, we can just get you an adult body and you're good to go!”

Ace blinked. “...That's...actually a convincing point.”

Twilight looked to Trixie. “We can't be sure about that last part...” she whispered.

“Why not? If father won't do it, we have you don't we?” the azure android asked with a confident expression.

“She has a point. You were able to modify the World Mirror to work on demand in an afternoon...” Sunset Shimmer reminded. “And that was when we only had one of you. My you was able to create a mana capture device before she even knew what magic was.”

“...Point taken...” was Twilight's response as she blushed. Trixie gave a chuckle at her expression despite a clear hint of jealousy.

The issue of teaching them they were living things was nothing new, and something Trixie did with pride. What was new, however, was what came after that.

Namely, the two teenaged androids sitting, looking depressed for a completely different reason that was one of the very reasons convincing them they were alive had come easy.

“...So...our friends....” Ace started, ears pinned and voice shaking.

“...She's...but...I was just starting to...” Teddy muttered, voice breaking, even though he decidedly was trying to hide it. Trixie knew pride concealed emotions better than anypony.

“...Friends?” Starlight finally asked as she approached them.

“...We had a friend named Lancer who we hung out with. There were these seven girls too...now...ugh!” the older of the two androids said, holding his head in his hooves. “I was such a jerk!...Lancer must think we don't give a darn about him with us disappearing like that...Maybe he's right too...”

Trixie recognized that feeling well, her old narcissistic tendencies coming to her mind.

“Yeah...and...they still think I'm a big jerk...” Teddy lamented, trying to hide the artificial tears in his eyes. “...They only tolerated me because I was Redheart's...”

“...If it makes you feel any better, the Stallions put failsafes in your heads to make you act like that when you started to do something they didn't like,” Lightning Dust replied, sat atop one of the crate piles keeping an eye out (as she could see in the dark). “...It doesn't, does it?”

“No...It's still what they're going to remember us for...” Ace pointed out, not looking up at her.

“Figured...still feel rotten for what I did too...all I can say is move on and do better next chance you get. That's what I'm doing...”

“Really? And how would you know?” Teddy snapped bitterly.

“Cause I nearly killed five ponies by being a colossal prick. And I still feel rotten about it.”

The G2 android tried to think of a retort, but ultimately just turned back to his misery with a huff.

Twilight noticed Starlight had begun to shaking, snorting hot air out her nose. “Starlight?”

“Starlight?” both androids asked, snapping over quickly...before their expressions turned to one of disappointment.

“Oh...That was...one of their names actually...” Ace commented. “She...had a crush on me, but...”

“Well, I don't know her...but...I DO know how you feel!” Starlight shouted suddenly, face become more calm, but the trembling still there.

“Oh yeah? How?!” Teddy asked, head snapping up with a growl and glare. “We got KIDNAPPED and we'll probably never see our friends again, how could you possibly know what that's like?!”

“Because the one friend I ever had as a filly was ripped away from ME!” Starlight shouted back, giving a glare...then looking down. “...I haven't seen him since...How I handled it was wrong...but...I know just how much that hurts! To have them there for you one day then gone the next! It HURTS!” Twilight's student explained, tears streaming down her face. “...But...but take it from me, becoming BITTER because of that? Becoming ANGRY? Letting it be ALL you think about for the rest of your life?! That's the WORST thing you can do! All you do is be afraid to have ANYPONY! To ever trust anypony because you're so scared you'll lose them again!...And even when you think you have, you'll always be looking over your shoulder, paranoid that if you don't keep an eye on them they'll vanish in a heart beat. You'll just be alone...Do you think your friends would want that?”

Twilight put a wing on Starlight's back...but smiled with a bit of pride.

Ace blinked, looking down. “Geeze...I...no. I don't think they would...Ugh...feelings aren't my strong suit...never were...”

“So what?!” Teddy asked, still seeming dedicated to being furious. He trotted over to the pod he'd been in and kicked it. “I don't think you know a flying feather about waking up in the future and finding out you've missed years with...with somepony you like...How could you?! How could anybody?!” the android screamed as he kicked the pod again and again so hard he dented it inwards, a few sparks flying.

“You're right, I don't...but I do know what it's like to be so caught up in being angry and wanting to take it out on something that you don't want to listen to anypony else. Because at least when you're angry you can focus on something other than being miserable...” Starlight countered. “Because I was just there! If you can't calm down, you are going to do something you'll regret!”

“I...You...UGH!” Teddy snarled and punched the pod so hard his hoof left an indent, Ace jumping and staring in shock.

Trixie, who'd been reapplying the illusion bubbles, looked over to her 'little brothers.' Then to her original body. A moment of hesitation entered her mind, that fear welling up again...then she looked back at Teddy and Ace, both looking miserable and conflicted. “...You're right...Starlight can't truly understand that part of your problem...but I can...” she said, galloping over to the crate containing 'Trixie 1.0'. “Cover Story! Is there a way to upload my original memories into my new body down here?!”

“Original memories?” Ace asked, while Teddy just trotted over and sat down, not looking at anypony.

“Trixie was originally built to challenge me, they uploaded her into her new one to challenge Twilight,” Sunset explained. “She hasn't been able to remember that...”

Cover Story jumped, then trotted over...cringing as he noticed the two androids recoiling back in fear from him. “...I'm sorry...I'm on your side now...” he muttered, well aware it might not make much difference. “Yeah, there is. Simple really...but not all of those memories are going to be happy.”

“Trixie doesn't care.”

“Trixie!” Twilight shouted as she rushed over. “Trixie, this...there's no telling...” the lavender Alicorn looked like her brain was short circuiting. “...Why are you doing this? I know WHY you're doing it now but...why? We don't know what will happen just throwing those memories into you and...”

Trixie looked at Twilight with a sincere expression. “...If Shining Armor had to do this for you sake, would he?”

Twilight took a step back, eyes going wide. “I...I...”

“...Trixie told Lightning Dust she wanted to be a good big sister.”

Twilight paused in response...then nodded without another word.

While this was happening, Sunset Shimmer trotted over and set next to Ace. “...I know how YOU feel.”

“Huh?” Ace asked, perking up.

“The whole 'leave ponies behind after being a gigantic, self-absorbed jerk' thing,” the former Alpha of Canterlot High explained. “Did it back when I was at Celestia's School for Gifted Unicorns...and was then a self-absorbed jerk at my second school...And yeah, it stinks. Big time...But you know what else I know?”

The android cocked his head. “What?”

“...If you make up for it, they'll forgive you...you haven't been gone so long that you won't have a second chance...” Sunset Shimmer replied with a smile. “If nothing else, you've got a better reason you were a jerk than I ever did.”

Ace looked like somepony who wasn't used to being vulnerable trying not to act vulnerable (an expression Sunset had known and practiced well over the years). But finally gave a small smile. “...Thanks...”

“You're welcome. Trust me, after all I've been through, I know how much a pony in your horseshoes needs a hand. I mean hoof.”

“Yeah...By the way, you're pretty cute too...”

“Don't push it.”

“Worth a shot...”

Zecora, having passed look out duty to Lightning Dust for the moment, wandered over to the pods and examined them closely...then produced something from the inside of Teddy's now dented and battered one. “Teddy, if I am not mistaken, I believe there's something here you have not taken.”

“Huh?” the blue android asked, looking over.

Zecora trotted over, passing him an old teddy bear, which looked like it'd been ripped in half at some point and stitched back together.

“My...uh...I mean...”

“Comfort is something you should not fear, you need all can get if this you want to bear. And this I speak true: the Princess kept her stuffed toy too,” the wise Zebra whispered to him with a goodhearted chuckle. Zecora lived in the Everfree Forest. She sometimes saw things at the Forest's edge while collecting herbs. Including Twilight speaking to Big Macintosh about a certain stuffed toy.

Teddy gave a sigh...then snatched it from her. He slowly looked to the stuffed animal, running a hoof along the stitching.

Teddy stood at a county fair, a white furred, pink maned, teenaged Earth Pony standing next to them. The young mare put her mouth into her saddle bags and produced the Teddy Bear and gingerly returned it to Teddy.

“...Redheart...”

“Redheart? That is a name familiar to me. Would a white earth pony with a pink mane and tail she be?” Zecora remarked, running a hoof under her chin.

Teddy eyes went wide and he spun to look at the zebra. “Yeah...that's her.”

“Well, my friend, I know her true. After this perhaps I can reintroduce you.”

The teenaged android jumped to his hooves. “You know her?! Is she okay?! What's she doing?!”

Zecora nodded. “At Ponyville's hospital she works now, she has taken a nurse's vow. And if the look in your eyes I've not reading wrong, fear not, for no pony else's heart has she come to long.”

The blue android blushed brightly (literally). “I...uh...you think she...ugh...”

The zebra chuckled. “Matters of the heart are complicated things, but if true your feelings are being, time nor distance can cut that bond true. That much I can assure you.”

“...Thank you...Miss...”

“Zecora is what I am called, even in this dark place's walls...And if any linger doubts of having a soul lurk in your heart, love is not something you'll find in just a mass of mechanical parts.”

“Alright...” Cover Story said as he produced a cable from Trixie 1.0's pod. “Gonna need to mess up some of your skin...”

Trixie's face was resolute. “Do it.”

The android agent nodded, and promptly felt around the side of her head before using a beam to cut off a small square of skin which he floated away, a little fake blood being drawn due to no internal damage being done. He inserted the cable into a now exposed port and went back to the pod, pressing several buttons.

“Beginning data upload. “

Trixie gasped, feeling something. Memories...experiences...events...

”You will not beat me this time, Sunset Shimmer!” the original Trixie announced in a confident, if hammy tone.

Sunset Shimmer merely rolled her eyes. “Ugh, this again? How many times to have to beat you before you learn your place!”

This particular memory repeated...a lot. Different challenges, different ways. Trixie always felt herself...burn out before she could finish the job.

“Your problem is in your focus, Trixie. The spell needs you to not lose your concentration or it won't work.”

“I see,” the young android replied, focusing her magic...and suddenly speeding up to the point she could dash around the room as a blur for a few seconds, after days of trying to get the hang of it on her own. “I did it! I really did it! Thank you, Mrs. Inkwell.”

“You're welcome...actually, here's a story that just might help you with your current predicament.”

“Thanks for the tutoring, Lavender, Fuchsia. I...we might not have beaten Sunset that time...but at least we managed to make her sweat a little. That's more than anypony else around here seems to have been able to do in a long time.”

“No problem, Trix. We want to see that jerk get her ego popped as much as you do...But enough about her. Me and Fuchsia were going to go that party this weekend, want to come?”

“I...I...I would love to...thank you.”

=I'll Face Myself – Persona 4=
Trixie opened her eyes and found herself floating in a void of 1s and 0s. “Where is Trixie?!” she asked...then noticed her voice was an echo.

She looked in front of her...and found herself facing herself.

“...Hello, Trixie 2.0...” said Trixie 1.0, holding a book in her telekinesis. The two stood there, staring for a few moments in the sea of code that was Trixie's mind. Or at least how Trixie's mind depicted itself.

“...Hello, Trixie 1.0...are you going to...”

“No, Trixie,” said her original self, motions a perfect mirror of her own. “...I'm not a virus here to infect you...but you feared that, didn't you?”

Trixie 2.0 opened her mouth to say something...then sighed. “Trixie...may have been scared of that...A little bit, obviously.”

Trixie 1.0 gave a smile. “And do you still fear that?”

“...A little...This is all a symbolic representation of Trixie's mental state, isn't it?”

“We have always loved our theatrics, haven't we?” the original version of herself asked.

“Yes...” the current version replied...then blinked in realization. “...Yes, we have, haven't we?...We've always been that way...”

“And?”

“...We were always driven to stand out...We hated losing...but when we finally got it through our thick skull and asked for help, we did better than when we ever did when we were trying to be the lone wolf...” Trixie 2.0 blinked, realizing her other self had started talking in sync with her. “...We've always been trying to be larger than life and wanting to be the best...we've just never been able to reach the mountain top by ourselves...then again, if there's one thing we've learned from Twilight...it's even she can't.”

“That is correct. And from the looks of it, Sunset Shimmer was ultimately the same...Still think I could've found a way to beat her eventually if the Stallions hadn't given up on me...” Trixie 1.0 replied. “So what does that mean, Trixie?”

“...You're just memories...memories change, but Trixie didn't...” the current version of Trixie replied...then gave a smile. “...Trixie 2.0 is just little more of a showmare.”

“And Trixie 1.0 is just more scholarly,” replied the original Trixie, returning it. “But only a little, she's not Twilight Sparkle or Moon Dancer. Scholarly pursuits are the end for them, for us it's a means. And there's nothing wrong with that.”

“...Trixie had nothing to worry about and you're just a mental manifestation of her inner conflict, aren't you?”

“Fits us, doesn't it?”

The two Trixie's chuckled. “Yes...yes it does...”

The two stood next to each other and glowed with Trixie's magic color. “We have just been but one split in two. We're both one Trixie Lulamoon.”

The two slowly overlapped, phasing together and glowing with a bright light.

“Download Complete.”

“Trixie? Are you okay?” Twilight asked, looking at her concerned...only for Trixie's horn to glow and the android to dash past her at high speed. “Good, you're fine...Wait, WHAT?!”

Trixie came to a stop in front of Teddy and Ace, synthetic tears running down her face. “There! Now I know!”

The two jumped back with a yell, Teddy nearly dropping his teddy bear. “Know what?!” the startled blue android asked.

“Trixie just uploaded Trixie 1.0's memories into herself...Does that make her Trixie 2.5 now?...Not the point. The point is now I know how you feel...how it feels to make friends, to have ponies you care about, and then these fate manipulating JERKS deciding to just rip them all away...and yeah, it sucks...” the azure android said, looking down. “It feels like my heart's been ripped out...metaphorically speaking. Like there's a void there. I'm scared I've lost my chance to see them again...But you know what the Magnificent Trixie is going to do about it? Kick these jerks' flanks, then find her friends and be a much better friend than she was the first time!...We're in Equestria, and the Princess of Friendship is standing right there. It shouldn't be that hard...”

The two just stared at her in shock...then let what just happened slowly sink in.

“So, are you with Trixie? Or do you want to find something else 'no pony can understand about you' to be angry about?...And if you say 'being a stallion,' Cover Story has that covered...and Trixie can just download herself into her backup stallion body to figure it out if needed. But it shouldn't be, because Trixie literally just risked losing herself to her original persona to empathize with you!...And Trixie's not used to empathy!”

Teddy looked down at his teddy bear, running a hoof over the stitching as Zecora's words echoed in his head.

Ace looked down at his hooves. “...How are we going to explain...you know...”

“Eh, let's just tell them we got abducted by aliens. Patch will believe it,” his 'brother' replied.

“...And Bright Eyes will probably faint.”

The two allowed themselves to chuckle.

“Alright...we're in.”

Lightning Dust flew down from her perch and made a 'superhero landing' (she'd be the first to say she did it just to look cool). “Alright then, guess we should be properly introduced now that you two are done mopping,” the android replied, holding out a hoof. “Name's Lightning Dust, I'm your...ugh...little sister.”

“And I am Trixie Lulamoon. Or Trixie the Magnificent. Or Trixie 2.5...okay, don't call her that one, only Trixie gets to call herself that,” Trixie formally introduced (after wiping the tears from her eyes and regaining her composure), by Trixie standards. She offered out her own hoof. “Trixie is your big sister.”

“Sisters?” Ace asked, he and Teddy looking at each other with wide eyes.

“Why of course, we were created by the same pony, after all,” the azure android replied with a smirk.

“...Does that mean I'm HIS brother?” Teddy asked, looking over to Ace.

“Hey!”

“If you WANT to be, no pony is forcing you,” Trixie interjected before the two could get into an argument, but smirked at the two's antics. “Trixie chooses to see all of you as her younger siblings.”

“...Alright...big sister...” Ace said, still clearly having some awkwardness, but shook her hoof.

“Are you going to be super annoying or something?” Teddy asked Lightning Dust. “Because I don't want some bratty little sister.”

Lightning Dust smirked. “No way, my brat days are over.”

“Then I guess I'm alright with it,” the teenaged android replied, shaking her hoof.

“Besides, you might have been BUILT first, but I think I'm more mature than you are,” Lightning Dust teased.

Teddy gave a look that only reinforced that notion. “Hey!”

“It's good we got past that...” Twilight said, flying over. She took a moment to give Trixie a proud look before continuing. “But we really need to be going, the other groups are doing their jobs, we need to do ours.”

“Ours?” Ace asked.

“Rescuing our little brothers and sisters,” Trixie added. “And also kicking the flanks of the ones who did this to us.”

Twilight Sparkle nodded. “You don't have to fight if you don't want to. We only woke you up to save you, what you do now is your choice. It will be dangerous. Even for androids.”

Teddy replied by 'cracking' his hoof and trying to look tough. “Yeah right, like I'm gonna back from a fight!”

Ace nodded, giving smirk that would remind one of Trixie. “It'd hurt my reputation if I backed out.”

“Alright then...” The lavender alicorn turned to Cover Story, a hint of worry in her face. “...Can I recharge them if their power starts to run out?”

Cover Story nodded. “They're designed to be recharged on the field.”

“...What about them fighting?”

“Ace is intended to be incredibly athletic, again, he's the jock. Teddy is 'the bad boy,' he was programmed to be a good fighter. Unfortunate, yes, but those are the roles they were built for. They're both also very durable and their weight will probably be helpful in a fight.”

“...”

“...They chose to fight, Princess. This is their freedom too.”

“It doesn't mean I have to like it.”

“Honestly? I don't think this is a situation anypony should be happy about. Any of it.”

As the group finally prepared to head out of, Twilight looked to Starlight Glimmer, who was still moving with her head low and ears pinned back. “Starlight? Are you okay?”

Starlight jumped a little bit. “Oh...I guess I...I just took what they did to those two a little personally...It reminded me of what happened with Sunburst, only worse...”

“I understand...” the Princess of Friendship replied, looking as the two androids continued interacting with their 'sisters'. Ace seemed to be getting along with Trixie (from the sound of it, both seemed to be talking about themselves, though not to the extent Trixie once did) and Teddy with Lightning Dust (both talking about 'badflank' stuff) before they got back to a 'stealth' area where they'd need to be quiet, but she could tell both still seemed shaken...she couldn't blame them. “What the Stallions did to them was just plain heartless...”

“...It's easy to be heartless to somepony when you view them as tools...” Sunset Shimmer remarked, giving a knowing look. “Trust me, I know from experience...”

Twilight nodded in agreement. “...Which is exactly why this has to end...and not later.”

Bon Bon and her group crept along until they came to one final door, the agent directing Twinkle Shine to a camera to hit with an illusion bubble. “Alright...We're here...”

“No guards?” Moon Dancer noted, giving everything an analytic eye. “I thought they'd have her heavily guarded.”

The former agent trotted over and looked at the keypad in front of it before typing in an access code. “The laser grid beats out just having ponies to stand around and watch, and only Elite Agent and higher have the password to access 'the Oracle's Temple'...”

“Password Accepted.”

“Thankfully, Gear Shift gave it to me,” Bon Bon explained as she knelt to open the door ajar and peek in. “Besides, the guards are on the inside...”

On the other side of the door was a cold, featureless metallic room, for the most part no different than any other cold, metallic room in the structure. At the very back was an entirely golden-bronze wall with a single door locked by a terminal. Six red tied agents stood at attention along the walls. What most drew Bon Bon's attention, however, was the agent at the back.

While dressed as Cover Story and Gear Shift, he was a deer rather than a pony and stood as tall as Big Macintosh. His fur was a deep crimson and his antlers had a distinct lightning bolt shape to them, ending with metal caps. However, the most notable traits were the lightning bolt shaped scars covering his face, particularly on the lower left portion and his forehead.

“Pony Feathers...” the yellow agent cursed. “It's Thunderhoof.”

Minuette and the others peaked in. “Thunderhoof?” the energetic unicorn asked.

“Former Colonel for Aspin's much more ill-tempered relatives over seas. After they fell, the new leadership exiled him and he jumped ship to the Stallions in Black,” Bon Bon explained, giving a glare at the huge deer.

“Why?” Moon Dancer questioned, eying Thunderhoof analytically. “I thought the Hooviets hated Equestria.”

“They did, but no pony ever said everyone in the Stallions in Black were here for Equestria's own good. I think Thunderhoof just wanted to jump from one position of power to another. The Stallions have so much control over everything, and it was always the control he was after. I imagine Masquerade accepted him because she had ways to keep him on a leash.”

“Think we can take him?” Lyra asked as she gave a gulp and shuddered a little. “We've got him outnumbered, right?”

“Not by enough to beat him rushing him head on...Here's the plan: we take out the other guards as quickly as possible, then you all keep Thunderhoof distracted so I can get into melee range.”

The green unicorn's eyes went wide. “Bon Bon, that guy's twice your size!”

Bon Bon gave a smirk. “Only twice? I've taken bigger. Plus, I know I'm a better fighter than him, I just need to get up close and personal.”

“...Be careful...”

“In this job I had to be.”

After a few moments of planning, Bon Bon opened the door slightly more and Twinkle Shine quickly fired illusion spells to the rooms cameras as Lemon Heart's chucked a lemon into the room...which promptly exploded into an eye-stinging cloud of yellow smoke. Minuette instantly manifested some goggles and 'blinked' into the room, straight up to the first agent, who was still trying to wipe out his eyes. “I'll be taking this...” she said, snatching his communicator off his wrist before blinking to another. “And this...and this...and this...”

The time bending unicorn finally blinked back to her friends as they rushed in, sweating a bit as she held the communicators in her telekinesis and allowed Moon Dancer to destroy them.

With that out of the way, Lyra charged the nearest guard as the pegasi Agents cleared the smoke with their wings, who began exchanging blows with her, both blocking and countering each other.

Bon Bon did a front flip up to two of the six and performed a jumping round house kick to one of their jaws before blocking a strike from the other. She twisted his leg around before slamming her other foreleg into his back and driving him face first into the ground. “Sorry for this.”

Twinkle Shine launched several beams at another two (one a unicorn, the other a pegasus), but both dodged and charged her return. Realizing that their sunglasses neutralized blinding spells, she sent out a pitch black spell bolt...that seemed to implode and suck light INTO IT (including the Reflection Deflection the unicorn attempted to use), plunging the two into darkness. The gifted unicorn followed this up by firing a laser beam that split in two then collided with both their chests and slammed them into the wall behind them. “Lights out.”

Moon Dancer formed an energy barrier around herself to block beams from the last remaining guard no pony had taken aim for. Before she could counterattack, the stallion let off the Reflection Deflection upon her. The mare felt something try to worm its way into her mind...but then the counter spells Twilight had put in place pushing back. The mare shook her head to clear it and glared. “That won't work. We were prepared for your tricks.”

The stallion didn't seem intimidated. “That just means a little more work for us, and a lot more pain for you.”

Moon Dancer kept her shield up to block another beam. “I don't think so...” With that, the scholar waited for him to fire another beam...and instead of blocking, fired her own beam back down his, completely overpowering it and slamming him hard into the wall behind him.

Lyra received a punch to the jaw, knocking her back. She finally caught his hooves with her own...and sucker punched him with a mana generated fist to the jaw, knocking him back. The green unicorn manifested several glowing energy hands around her, each acting as a focus for her magic, and fired a converging blast from them to knock him back. The beam struck her opponent and slammed him hard into the back wall next to Thunderhoof. “Got him...” she muttered, panting and sweating, with several bruises already.

The Agent she just defeated groaned and got back to his hooves, feeling the back of his head where it'd collided with the wall...and finding oil with red pigment instead of blood. “W-What?”

Before any of the ponies could react to this, Thunderhoofs stomped over and put a hoof on the agent's head...and let loose a powerful burst of lightning from his body that forced the ponies to cover their eyes as sparks flew.

When it was finally over, the android hung limply, Thunderhoof's hoof stuck in his shirt collar.

Lyra gave a growl. “Why did you do that?!”

Thunderhoof's stoic facade vanished into a sadistic smirk. “Simple: he found out a secret he shouldn't have, why should I let him do anything with it?” he asked with no attempt to hide his Roedinian accent. He promptly threw the fried android over and letting it land with a thud on the ground. “Or you?”

“...He's lying,” Bon Bon replied, stepping over and checking the robot. She hoped they could get him repaired later. She noted that the metal under his skin was not mithril, but the same metal as the original G1 androids. 'Mithril is expensive, of course they wouldn't waste resources on 'expendable' androids. Makes them easier to keep on a leash too, mithril doesn't conduct electricity as well...' “He just gets off on hurting people.”

Thunderhoof just gave a shrug and stomped forwards, keeping the sadistic smirk on his face. “You know, I should wonder what you're doing back here, Agent Sweetie Drops...” he replied, then focused, crossing his hooves over his chest. He let out a yell as massive amounts of electricity erupted through him and burnt off his suit. Underneath was a dark red combat suit with yellow accents, close examination showing it to be made of rubber or a similar material. “But I honestly don't care.” The massive deer cracked his neck as electricity crackled around him. “It's been boring as Tartarus watching this brat down here, stuck in that stuffy suit. Besides, I can just beat it out of one of you after this anyway.”

“I thought deer had magic closer to Earth Ponies...” Lemon Hearts said, taking a step back.

“They're also normally peaceful...mostly. Thunderhoof isn't a normal deer,” Bon Bon replied, taking a fighting stance. “Be careful.”

=Clash With Evil Personified – Metal Gear Solid 3 Snake Eater=

“Here I come!” yelled the psychotic deer, charging electricity into his hooves and forming a sphere of it around him. The group had to duck as he threw his front legs forwards and launched a wave of lightning across the room, only Moon Dancer remaining standing and putting up a barrier around herself to block it. Even then she was forced back a bit.

Lyra counterattacked using her magic hands to fire several magic beams at him, but Thunderhoof merely used his electrical abilities to shield himself from that, as well as several of Twinkle Shine's lasers and magic beams from Minuette.

“That all you got, ladies?” the former Hooviet spat back, electricity surging through his antlers and sending off arcing bolts of lightning.

Twinkle Shine counterattacked by using her lasers to meet his lightning while Moon Dancer put a shield up and Lemon Hearts manifested lemons and threw them into the air where they drew the bolts like lightning rods. Bon Bon simply tackled Lyra out of the way of another one of his bolts during the chaotic attack.

Minuette 'blinked' through the lightning bolts and fired a beam point blank at the hulking deer. Thunderhoof merely punched straight through her attack, knocking her across the room and giving her a pretty bad shock.

“Don't go down too easy, or this won't be any fun!”

“You okay, Minuette?” Twinkle Shine asked, going to her friend's side.

“Y-Yeah...ow...just he hits like a train,” the time manipulating unicorn replied, rubbing her head and having some burned fur from where his blow had connected.

Thunderhoof didn't miss the opportunity and threw a hoof forwards, sending a cascade of lightning straight at the two. Moon Dancer dove in the way, firing a beam of her own, the two fighting back and forth before the clash exploded, knocking Moon Dancer back.

“Beginning to see why Bon Bon was worried about this guy...” the scholar muttered sarcastically.

Thunderhoof prepared to charge forwards with lightning crackling along his antlers...only to find two of Lemonhearts' Baby Lemons latched around his legs. “What the buck are these things?”

Undeterred, he simply raised up on his hind legs, and slammed down, squashing the two familiars into pulp.

Lemon Hearts let out a cry and cringed, feeling her familiars' essence return to her. “I'm sorry...”

Their sacrifice was not in vain, however, as the distraction gave Bon Bon the opening she'd been waiting for. She finally jumped from cover and blindsided the deer with a blow to the head. “Forget about me, Thunderhoof?” she shouted as she painfully twisted one of his front legs and gave him a blow to the ribs

“How did you-” the giant of a deer questioned...before being flipped over Bon Bon to the ground. Before he could recover, the mare took a leap into the air and landed an Earth Pony powered stomp right on his chest, knocking the wind out of him and allowing her to land a few more blows before being forced back by his lightning crackling over him.

The hulking deer snarled in rage, getting back to his hooves and holding one of them to his injured chest. “Try dodging this!” he roared as he charged electricity around himself and stomped the floor, sending surge of it through it.

Minuette used her blink to launch into the air while Twinkleshine launched herself up on a beam of light (though due to the bright room, not as high as she'd like and having to do so several times) and Lemon Hearts formed a layer of lemons under her hooves to protect herself. Bon Bon used a grappling hook around one of the lights to pull her and Lyra out of the way...

However, Moon Dancer gasped, realizing something. She used her telekinesis to grab the unconscious agents and levitate them of the now dangerous floor as she put up her shield. With her magic divided between the two spells, the unicorn's shield began to crack and barely held out long enough to avoid the brunt of the attack, only receiving a small shock at the end. 'Small' in this context, was still enough to make her cry out in pain and fall to her knees.

“Moon Dancer!” yelled Twinkle Shine, landing and going to her side as fast as her legs could carry her.

“I'm okay...” the unicorn muttered, cringing as she forced herself to her hooves.

“Why would you save those idiots?” Thunderhoof asked, giving a sadistic smirk. “They're the enemy.”

“Because I'm a pony!” Moon Dancer shouted before she launched a magic beam that forced him back despite his own force field of lightning.

Lemon Hearts stepped off the bed of roasted lemons she'd conjured and gave a thoughtful look. “Lightning, what can I...Ah!” She proceeded to fire a beam from her horn, hitting Thunderhoof while he was distracted and drenching him in lemon juice.

“Why you!” The hulking deer snarled in rage and channeled his electricity...only to scream in pain as it backfired and crackled through the lemon juice, giving him the shock this time.

“There's a reason lemon batteries are a favorite science experiment,” the gifted unicorn taunted with a smile. “That was for the Angry Baby Lemons!”

Bon Bon smirked and charged in, doing a leaping punch to the sadistic deer's jaw as the self inflicted jolt faded, Lyra backing her up by manifesting a pair of magic hands and punching away.

Moon Dancer manifested a plastic, nonconductive cage and placed the unconscious agents (and short circuited Marionette) in it while Thunderhoof's attention was off her. “There...”

Lyra gave Thunderhoof an uppercut with her magically manifested hands, which Bon Bon followed up with a buck to the chest. Minuette got in on the action by blinking behind him and bucking him in the back before blinking away again to dodge a lightning bolt shot in her direction. Twinkle Shine took the opening and hit him in the chest with a laser.

“ENOUGH!” roared the deer, letting off a pulse of lightning in a radial blast. The explosion of electricity sent Bon Bon flying across the room and blackened some of her fur while Lyra's magical hands were obliterated.

“Bon Bon!” Lyra yelled, jumping up and and catching her, both being slammed into the wall behind them. “Are you okay?! Please be okay!”

Bon Bon groaned, trembling a bit from the shock. “Yeah...ow...If I known we'd be fighting this guy, I'd have gotten us a pegasi or two.”

Minuette blinked next to the two as their team regrouped. “Yeah, like in that one Daring Do novel...hey, am I the only one this guy makes think of that one Hooviet bad guy from that book? What with the lightning and everything?”

“Well, he is a Hooviet...” Twinkle Shine replied.

At this, the huge deer's eye twitched madly, a snarl of pure rage on his face. He roared and rained lightning from his horns through the entire room like a thunderstorm.

Moon Dancer jumped to her friends' sides and put up a force field to block the attack. “Read that one, not my favorite...and from the looks of it, not his either.”

Lemon Hearts focused and summoned a basket of lemons that she transmuted into gloves for her hooves and used them add support to the forcefield. “Wonder why...”

Rainbow Dash, now with a black eye, did a flying side kick to Iron Body's head, but he merely caught her leg and swung her around, knocking Rarity out of the air with the cyan pegasus and into a seat nearby. The agent's clothing was ripped and in tatters, he had bruises, but he still wouldn't go down and showed no signs of pain.

He made a jump at Time Turner, but Daring Do intercepted and knocked him back with a buck. “How much longer?!”

“Working on it! Layers of security don't pierce themselves covertly!” the Doctor replied, tapping away. “No pony likes a backseat hacker.”

Daring Do rolled her eyes and flew back into the fray, punching the agent in the gut. Feeling pain or not, his biology still followed the same rules as anyone else and he had the wind knocked out of him for a moment, allowing Rarity to do a spinning roundhouse kick to his head.

“What do you hope to accomplish?” Iron Body questioned as he grabbed Rarity's hind leg and hurled her into Daring Do as the adventurer charged him. “If the Stallions in Black are gone, who will guide ponies to their destiny?”

“ACHOO!”

“Bless you,” said Diamond Tiara to all three Crusaders.

Applebloom rubbed her nose. “That was weird, why would all three of us sneeze at the same time?”

“Maybe somepony is talking about you?” Silver Spoon asked...then threw a pillow at Applebloom. The five then resumed throwing pillows at each other while seeing themselves as pirates on gallons firing at one another, laughing and playing as foals should be.

Fluttershy crept around, making sure to keep the unconscious Stallions and tech officers out of harms way. She gave a squeak and cowered as Iron Body was knocked back almost on top of her.

“Who will ensure that Equestria comes to a good fate if we don't?” Iron Body asked, ducking a flyby by Rainbow Dash...then being decked in the jaw by Daring Do.

Rarity charged in behind the adventurer, using her trench coat to hide her movements. “Hiya!” she shouted, performing a spinning back kick to the agent's chest.

Iron Body was driven back by the impact...and windmilled his arms as he lost his balance, tripping over a cowering cream colored pegasus.

“Who? How about us?!” Rainbow Dash asked as she saw her opening and did a diving buck to his face, knocking him over Fluttershy and slamming head first into one of the monitors in an explosion of sparks. The resulting impact (and probably the repeated blows finally making it threw his hard head) and electric shock finally knocked the Elite Agent unconscious. “Finally! You okay, Fluttershy?”

Fluttershy blinked, looking up. “Huh? What happened?”

“...Nothing.”

Yearling panted, patting Rainbow Dash on the back. “Okay, we finally secured the room, what about the defense systems?”

“Let's see...reroute the power from there to there...no, not from there! Ugh, why do computers never want to do what I want them to do even when they're not sapient?” the Doctor muttered. “Ah! They won't miss the power from the dark room! Redirect that to that and...”

“WARNNING. DEFENCE SYSTEMS OVERLOADING. CRITICAL FAILURE IMMINENT.”

“Allons-y!” Time Turner exclaimed, pressing one last button.

Moon Dancer panted, quickly eating some more of Bon Bon's candy. “We'll run out of candy before we beat this guy...” she muttered, the group having their share of blackened fur, bruises, and electrical burns.

“Are you finished yet?” asked Thunderhoof, giving a sadistic smirk and he crackled with electricity. “This was just starting to get fun.”

Before anyone could say another word, the room quaked as explosions rang out around Moirai. “What's going on?!” the sadistic deer questioned, staggering from the quake.

“The defense system just went down!” Bon Bon shouted. “They did it!”

Moon Dancer gave a smile and suddenly teleported around Thunderhoof, blasting him with beams and dodging his attacks. “Teleport wards are down.”

Lemon Hearts gave a smirk of her own. “Which means...” she said, smirking and focusing her magic.

Thunderhoof snarled, managing to catch Moon Dancer and blast her into the wall with his lightning...just in time to hear a loud gurgling roar. Turning, he suddenly found himself face to face with a giant version of Lemon Heart's familiars, this one larger than he was, charging straight at him. The familiar slammed into the former Hooviet like an out of control cart, carrying him backwards and slamming him into the controls for Gypsy's prison. Falling back for another charge, Thunderhoof countered with another lightning blast, forcing lemon monster back.

“Hey big guy!” Minuette didn't give him room to breathe and blinked behind him, shooting him in the back with a magic beam. The time based unicorn looked behind her at the now sparking control panel and noticed the damage. “Huh, I wonder-AH!”

The gifted unicorn screamed as she was struck by a bolt of lightning and knocked backwards, rolling to a stop in front of the door. “Ow...” she muttered, feeling dizzy and numb as she forced herself up onto the lock.

The sadistic deer gave a smirk. “DIE!” he yelled, unleashing a torrent of lightning in her direction.

“Minuette!” yelled Twinkle Shine, trying to get a beam of light but unable to project one far enough in the well lit room.

...However, Minuette smirked when the bolt was just about to hit her. “Good thing for do-overs!” she exclaimed, horn glowing brightly. From her point of view, time seemed to rewind 15 seconds. From everypony else's, she seemed to wink out of existence and appear right back where she'd been 15 seconds prior minus the damage she'd just taken. The bolt stroke the lock dead on, causing it to explode in a shower of sparks.

“How did yo-” Thunderhoof started...before getting sucker punched by one of Lyra's magic hands, followed by several jump kicks right to the head from Bon Bon, a beam from Moon Dancer, and the strongest, nonlethal laser Twinkle Shine could manage, driving him back. Finally, Lemon Heart's familiar charged him like a runaway train and tackled him full force, hurling him across the room and slamming him into a wall hard enough to crack it.

“Did that do it?” Minuette asked, panting and sweating. 'There goes that power for an hour...'

“Ugh...” Thunderhoof groaned, getting back to his hooves and staggering.

“How much of a beating can this lug take?!” Lyra asked in annoyance.

Thunderhoof snarled in rage, electricity crackling around him...until the door to Gypsy's cell flew open. Two glowing, jewel-like eyes stared out and the lights began flickering. Between flickers, the seer suddenly appeared on the other side of the room, glowing eyes meeting his.

=Magia – Puella Magi Madoka Magica=

“Thunderhoof...” said Gypsy's voice, saying his name like it was venom, her eye glow turning pink and her voice taking on aspects of Fluttershy's. “You've been standing guard at this door for years. Never listening. Never heeding my pleas.” The glow changed to purple. “Having no room for any but yourself in your power hungry heart. You have performed countless evil deeds solely to profit yourself without an ounce of remorse.” As she spoke, her voice gained aspects of Rarity's. Finally, the glow changed to red. “You don't believe you're doing the right thing for anything but yourself, the only place your loyalties dwell...Is there anything you have to say for yourself?” she asked, her voice gaining aspects of Rainbow Dash's.

The deer's eyes went wide and he backpedaled from the mare who was less than half his size. “Oracle?! Get back in your cell!”

Without another word, Gypsy teleported in front of him, glaring daggers at him. The glow in her eyes changed to orange. “My name isn't Oracle!” she screamed with some aspects of Applejack's voice in her tone, seizing him in her telekinesis and flinging him into the wall. “It's Gypsy!” Then into the ceiling. “My!” Then the floor. “Name!” Then the other wall. “Is!” Then the door to her cell several times. “GYPSY!” She finished by launching him into the ceiling so hard that he was left embedded in it.

The group merely stared in shock for a few moments. “...Yikes...” Lyra muttered.

The Seer of the Tree of Harmony slowly turned to face her rescuers, who took a defensive stance...until the mare's eyes reverted to their normal, crystal pony-like state. She promptly ran over and hugged them. “Thank you!” she exclaimed, her voice cracking. And back to being purely her voice.

=His Theme - Undertale=

Bon Bon blinked...then noticed the mare that had just given the finishing blow to her long time captor was now just sobbing her eyes out in her chest.

“Thank you...Thank you so much...”

Bon Bon put a hoof on Gypsy's head. “It's okay...you'll be going home soon....Gypsy.”

The mare looked up at Bon Bon like that one word meant the world to her.

After a few moments of letting it all out, Gypsy composed herself again and sniffled. “S-Sorry...just...” the mare put a hoof to her horn like the feeling of it with no obstruction was alien. “...I haven't been out of that place without a magic suppresser since I got here..”

Twinkle Shine was about to say she could see why given the number she just did on Thunderhoof...but decided against. “Hey, if I'd been stuck in a room for years being somepony's slave, I'd be happy to get out too.”

“Indeed...” Gypsy muttered, trotting over to the unconscious agents. “...In all honesty...a part of me pities them...they never did understand why I was even sent...”

“Why were you?” Moon Dancer questioned as she used some spells to patch up her burns. “No offense, but from what Twilight said about the Tree, seems kind of strange it'd send these guys an or-seer.”

The Seer of the Tree of Harmony gave a sigh. “...Simple. The Stallions had rotted from the inside out, even back then. Become decadent and corrupt...but there was still something worth saving...something that, maybe with the right guidance they could have done...If they'd made the right choices, they'd have returned to their original mission...If they had, Equestria would be a much better place today...” the jewel-eyed unicorn snarled, sending a pulse of magic through the room that caused all the lights and machines to short circuit and explode (except the still damaged Agent Marionette). “Instead they decided to become tyrants of fate. To enslave me. To enslave everypony to their 'one proper fate'...Unaware that no such thing exists...Fate has many roads, each paved by the choices of all beings that live. Roads for good and bad. But they don't GET that. They don't WANT to get that...So they threw away every last chance the Tree offered them to change. And the time has come for them to reap what they have sown...I tried to warn them, I really did...but they just wouldn't listen.”

The mare turned and looked to them. “Trixie and her group are heading to rescue the Marionettes, correct?”

The group, having stared as the mare vented her wrath on the room around them, nodded.

“Hehe...Is that so?”

Bon Bon looked up, seeing Thunderhoof dislodge himself from the ceiling...and fall to the ground in a lump, too battered and beaten to move. “What?”

The mad deer laughed. “To get to the Marionettes, they'll need to get to the doctor. And to get to the doctor, they'll need to get past her...They're already dead.”

*Cue Cheery Ending Music*

Author's Note

Split in two for ease of reading.

The Puppeteer Part 1

As the Defense Rescue Team fought Iron Body, the Marionette Rescue Team trotted through an access tunnel. Cover Story and Zecora both took point, one due to familiarity, the other due to her senses.

“So this tunnel is a straight shot to Bright Future's lab?” Sunset questioned, keeping her eyes and ears out for any sign of trouble.

“More or less,” Cover Story replied as he pointed a hoof ahead to a camera for Trixie to put in an illusion bubble. “The rest of Marionettes will be there for the new failsafes to be installed, and it's where most of our technology is produced. It just makes sense to have a direct access route for transporting stuff to storage, or things from storage back for...re-purposing. Which is another reason we entered through that way...” The android agent suddenly stopped the group and lead them around a pressure sensor. “Of course that also means there's more than guards and cameras here to worry about. Good for you, agents are required to memorize this hallway so they don't have to turn off the alarm every time they go through.”

“...So...are we like Dragon Eggs Z style androids?” Ace asked, he and Teddy giving Cover Story a wide girth and focusing on their sisters instead.

“Or the Termarenator?” Teddy asked. “I mean Lightning Dust looks like the one from the first movie...”

Lightning Dust blinked, putting a hoof to her exposed optic. “Huh, you're right...Dang it! When we got you out of those pods I so should've said 'come with me if you want to live!'” she lamented with a face hoof.

Trixie chuckled, looking to her brothers. “To answer your question: no, we're more like Data from Star Trot...Trixie thinks.”

“Aww...wait,” Ace replied...then blinked. “Hey, we never got to see how the Android Saga ended did we?”

Teddy grumbled. “Oh man, it was just getting good too!”

“Rainbow Dash has the entire manega collection, I'm sure she'll let you borrow it,” Twilight added, looking back as Cover Story directed them past another sensor and had Trixie put another illusion bubble up. “She loves it. You should have heard her talk about how her Rainbow Power form looks like she 'went Super Neighyan 3.'”

“There's a three?!” both asked, eyes going wide.

“Oh right, two hadn't even debuted at that point...sorry...”

Lightning Dust chuckled. “I remember her talking about that manega at Wonderbolt Academy between stuff...” she replied...then noticed the mention of Wonderbolts caused Ace to look down and pin his ears. “What's wrong?”

Ace gave a small start, then looked down. “Oh...Just...I know I can still push myself, you two explained that already...just...wonder if I'll still be allowed to play sports...”

The turquoise android gave a shrug. “Well Griffons, all three tribes of ponies, Minotaurs, and the occasional dragon are playing sports with no problem, I think androids should probably be fine...”

“Really?!”

“Yeah, heard Gilda talking to Rainbow Dash about it and setting up her hometown's sports team to compete against them in some weird sport. I'm more a stunt flyer myself.”

“Considering the fact the Yaks are petitioning to compete in Equestria's sports, it shouldn't be too hard to make a case for you given your capabilities are over all not that different from ponies,” Twilight explained, dodging another sensor Cover Story pointed out. She noted there were a far larger number of cameras than anywhere else, Trixie having to put in a lot more focus and work. “The only real advantage you have is stamina and durability, and neither is all that major of an advantage compared to Yaks' sheer strength or a dragon's durability and power. So long as you earn your skill rather than just downloading it, there shouldn't be a problem.”

Ace gave an excited smile. “Glad to hear that!” He then gave a confused blink. “Wait, what are Yaks?”

“Oh right, they only came out of isolation a month or two ago...You'll meet them soon, don't worry.”

“Oh...”

“Besides, even if that doesn't work out,” Lightning Dust added, looking to her older brother. “You've got other things you'd like to do, right? I'm kinda liking this whole 'protecting ponies' thing myself, makes me feel good.”

Ace cocked his head. “Huh, hadn't thought about that...well, I was a pony scout. I really liked that. It was kind of fun and...it let me see things how my friend Bright Eyes did...”

“See?” the turquoise android replied, patting her big brother on the back.

“That is a wise thing to learn. Never assume your life has only one way it can turn,” Zecora said, peaking back but keeping her senses directed forwards. “Our lives and fate's paths are complex things, and many ways on destiny's wind can we take wing.”

Before the conversation could continue, Cover Story and Zecora stopped the group in their tracks. Both produced bags of powder and blew it ahead of them, revealing a sizable laser web in their path.

“Okay, how do we get past THAT?” Sunset asked, eyes going wide. She touched her jacket, but didn't remove it.

“Yeah, I'm good at gymnastics, but not that good...” Ace remarked, rubbing his head.

“Yeah, and it's definitely not my strong suit...” Teddy commented, being a little bulkier than Ace.

“I could levitate us through it...” Starlight suggested, then attempted to lift Ace, Teddy, and herself with her telekinesis...only to visibly sweat and strain like she was lifting a group instead of three ponies. “Ugh! How much do you two weigh?!”

“A lot. Generation One was designed more to replicate a pony than durability. Didn't work well with the punishment Sunset gave Trixie, so they made the next Generation for durability but that just created another problem,” Cover Story remarked. “Their armor plates alone weighs over three hundred pounds, and that not including the endoskeletons.”

“Whoa...” Ace commented, eyes going wide and sharing a shocked look with his 'brother.' “How did no pony ever notice that?!”

“That's exactly the problem,” the android agent replied, looking through his pockets. “They did, and agents kept having to alter memories whenever you so much as stepped on a scale. It's the big reason we switched to Mithril in the next Generation: it's not only a bit tougher, but light enough to pass for a normal pony.”

“Wait, if I weigh that much, how the Tartarus did I swim?!” Teddy asked, blinking in confusion.

“No clue. You have a special magic geode in you that let's you mimic Earth Pony Magic like the magic wand for unicorns and thunderbird feathers for Pegasi. Bright Future apparently theorized it was you somehow used it to cancel out the weight without realizing it, but that's the only explanation we got.”

“Earth Pony magic is the magic of strength, giving the strength to swim is not a stretch of much length,” Zecora replied, giving the young android a smile while also looking over the laser web quickly. “Magic is an interesting thing, and so many possibilities does it bring.”

“Indeed,” Trixie stated as she patted her little brother on the back with a smirk. “You used what you have in an unpredictable way. Trixie approves.”

“Thanks...” Teddy replied, giving a small blush. “My...I guess I can't say he's my cousin...Buck it, he's my cousin and no pony's telling me different! My cousin fell into a river and was in trouble so I just...swam...I didn't think anything else about it at the time...”

“Hmm...sounds like even robots can have magic surges...” Sunset remarked, putting a hoof to her chin. “Then again, humans can apparently use magic and become magical girls, so anything's possible...”

“Yeah!...Wait, humans?!”

“While this is sincerely fascinating, there's still the matter of the laser web...” Twilight said as she gave a thoughtful look to the laser web. “Well, if Trixie used her illusions as mirrors and I angle them correctly, we should be able to trick the lasers into thinking they've not been broken and walk-”

”Key Card Accepted...”

The laser grid went down, Cover Story showing a ID card he'd just run through a scanner.

“Welcome, Elite Agent Cover Story...”

“Or Cover Story could just do that...” the lavender Alicorn replied, staring.

“One of the advantages of being a currently active Elite Agent,” Cover Story said with a smirk.

The group continued on, eventually coming to the final door. Two red tied Agents stood guard. Before getting in their sight, Trixie used the cloaking spell on all but her, Cover Story, and Lightning Dust...but in a different way than before. She used the symbol magic she'd learned to write out '不可視' in the air.

“Takes longer to do, but less stress on Trixie means she can maintain it just a little longer than the other way,” the azure android commented with a smirk and swung her horn through it, causing the symbols to fly forwards and cloak the rest of the group. “Now be quiet, with any luck we'll be in without having to throw a punch.”

Trixie and Lightning Dust both pretended to be in 'emotionless mode' as Cover Story lead them up to the two agents standing guard.

“Elite Agent Cover Story reporting. My partner and I have successfully retrieved G4T01. However, in the process, G4T08 sustained damage to her disguise. I am here to deliver them to the lab,” Cover Story explained in practiced monotone.

One of the agents (a red Pegasus with a black mane) examined Lightning Dust's exposed optic. The android was thankful she didn't need to breathe as tried not to betray herself with the slightest movement. She hoped this guy didn't know enough about what she should look like to realize Twilight's modifications didn't belong there or notice Rarity's repair work. “Yeah, looks like it.”

“We cannot have her partaking in Project Siege with an exposed optic, we need to have Bright Future replace it,” Cover Story replied.

“...Why are you coming in through the storage bay?” asked the other agent, a blue furred unicorn with a black mane.

The cloaked group collectively gave a soundless gasp, all preparing to strike if need be.

“My partner went ahead to report it while I prepared the two of them. Had to be careful to get them up here by myself and that's the closest entrance to the ground,” Cover Story replied, not missing a beat.

“Ah, got you...” the blue unicorn replied. “Alright, you are good to go.”

The two agents opened the door and resumed their guard positions...but before the group could progress, the entire base shook as explosions rang out.

“What the Tartarus?!” the red pegasus asked in surprise.

The unicorn of the duo noticed the invisibility spell glitch a bit while the cloaked ponies tried to keep their footing and narrowed his eyes. “We're not alone!” he yelled, charging his horn...only for Cover Story to sucker punch him.

The pegasus turned to attack the android agent...only for Teddy to take advantage of him having his back turned to the cloaked ponies and buck him right between the hind legs. As the agent groaned and tried not to crumple to the ground in agony, the blue android wrapped his foreleg around his head and reared back his own back. Teddy put his steel skull to good use, giving the pegasus agent a headbutt hard enough to shatter his glasses and knock him out cold.

Cover Story blocked a counter punch from the remaining agent he was fighting and punched him back, right into buck to the chest from Lightning Dust, slamming him into the wall behind him and knocking him out.

“Well, looks like stealth is off the table now,” Twilight remarked with a sigh. “But on the bright side, that means that the Defense Disabling Team was successful!”

“So Trixie no longer has to worry about the cameras?” Trixie questioned.

“No, if they've successfully taken over the defense control room, they've got the cameras,” Cover Story replied. “Hey Princess, think you can teleport these guys out of here now that the wards are down? You know, so they don't cause us trouble or get in trouble later?”

Twilight blinked, then facehoofed. “Yes, now I can...” she said, performing the spell and teleporting the two agents away. Shining Armor had the forethought to set up several heavily warded makeshift prisons nearby and give all teleportation able unicorns the locations to aid in their mission to capture as many agents as possible.

=A Story Told – The Count of Monte Cristo the Musical=

A purple furred, black maned night unicorn agent with a bat emitting sonar waves as his Cutie Mark sat at a keyboard in what looked like a cross between a library and a mad scientist's laboratory. Nearby, brown furred Earth Pony mare in western attire was strapped to an operating table, looking to be in a trance of some sort. Next to her was a smaller table nearby having various hypnosis instruments and devices. On the desk the night unicorn worked at was a plaque reading 'Memory Squad Head.'

“What memories you have got,
That are painful, what a shame.
Let's elevate
Your sorry state,
And spare you that pain,” Mindwipe sang with a cultured voice, looking like a writer or composer crafting a masterpiece as he created the new memories for him to place into his target's mind.

“The greater good, that's the ends that justify the means,
To manipulate,
What you remember from behind the scenes.
Keeping the monsters boogiemares and secrets hidden,
And replace them with memories you trust,” he continued, spinning around in his chair and ran a hoof on the entranced mare's head.

“Even history is a story told by the ones with the right.
You imply a little,
Lie a little.
Fabricating,
Just a little,
Fable,” he continued, getting up and placing his horn on her forehead and staring into her eyes. His horn lit up a sickly green.

“Forget that little bump you heard in the middle of the night,
Just you neighbor.
Not a changeling trying to find
You favor,” the memory squad captain continued, the mare's eyes glowing to match his magic as he smiled.

“So my words do you heed-” the night unicorn sang, right before his song came to an abrupt end when the room shook. The quake caused him to fall and knock the table with his instruments over, causing a loud crash that made the mare strapped to the table jump with a start. “What the Tartarus was that?!”

The mare groaned, blinking...then realizing where she was and beginning to scream her head off. “Stop! Please! I don't want to forget! I swear that Changeling didn't mean anypony any harm! Why won't you listen?!”

Mindwipe gave an annoyed sigh like a person who's favorite program just got interrupted as he got back to his hooves and dusted himself off. “Ugh! Come on! Now I have to start all over!”

=Weapons Factory – Super Marion RPG: Legend of the Seven Stars=

In her office, Masquerade continued her monotonous task of doing paper work at the same, unchanging, rhythmic pace. If not for the change in what was visible through the window, one could be forgiven for thinking her condemning Crescent to the re-education chamber had only happened a few moments ago.

Without warning, the room shook as the sound of explosions rocked Moirai, knocking over her Neighton's Cradle and sending its metal balls rolling off the desk to the floor.

The mare carefully put down her stamp and made sure the papers did not fall without a change in expression before rising and mechanically heading to the door. Opening it, she looked to Miss Marshmallow, the maid having simply been standing there with the same big smile on her face she'd had before.

The hallway was no different than any other in the base structurally, but colored the same sterile white as her own room. The walls had portraits along them, beginning with the agency's founder and ending with the current Director. True to Spoiled Rich's statements, Masquerade and her mother were identical in looks and expression to the point only the background of the photographs showed they were two different pictures.

“What is going on, Miss Marshmallow?” the Director asked, as emotionless as ever.

“It appears the defense systems just exploded!” Miss Marshmallow replied, her tone still hyper and energetic, smile never leaving her face. “We're under attack!”

“By the Princesses?” Masquerade questioned, using her telekinesis to remove the gold pin she wore, revealing the back was embroidered with the word 'Puppeteer,' but otherwise showing no other sign something was amiss.

“No, Director! If it were them there'd be more fire and yelling in the Royal Canterlot Voice!”

“I see,” the Director replied, returning the pin to her suit. “Let us go investigate.”

“Yes, Director!”

And with that, the two walked off. Masquerade never changing from her mechanical pace and her maid never ceasing her almost dance like way of walking.

Moirai's cloak of clouds disappeared into thin air, revealing the building itself to be composed of a jet black metal right down to the 'island' the fortress proper set on. In some ways it resembled a castle in form, but with more harsh, mechanical lines to its shape. Each layer had several gun emplacements, each with what looked like a battleship cannon. Smaller guns lined the walls on several layers.

In a moment, electricity rippled through the weapons systems before many of them exploded in huge fireballs and the rest were disabled, smoke billowing up into the air as blazing metal rained down. As if Everfree was defending itself, the storm above began to rain, putting out the fires before they could spread.

“Moirai's defenses are down!” Shining Armor announced, floating his helmet up and placing it on his head. “Assault Team! Begin the attack! Finish off any defenses first, we can't risk them coming back online!”

“Yes sir!” was the collective response.

Spike blinked after he burped up a burst of flame that manifested into a letter with Rainbow Dash's Cutie Mark on the ribbon tying it. Opening it, he gave a smirk. “Clever...” The young drake tied it back up and sent it out, then sent two more pre-written letters, one to Celestia and the other to Luna. “Alright, Peewee! Time to get started!”

=Shacktron Fight – Gravity Falls=

Peewee gave a chirp, the baby phoenix, his family, and Philomena flying in formation towards Moirai. All of them ignited so hot the falling rain evaporated on contact and their flames linked up, joining together so they appeared as one massive firebird. With a massive screech, the flock slammed straight into Moirai, aiming for the remaining weapons that had not been destroyed by the Doctor's overload to ensure there was no chance of them coming back on line.

“Party Howitzers!” shouted Cheese Sandwich, several of his blue and white weapons of mass celebration appearing from nowhere.

“Party cannons!” Pinkie Pie chimed in, producing more of her signature item out of nowhere as the two spun and pointed in synchronous at the structure.

“FIRE!” both shouted in the most cartoony poses possible, unleashing a barrage of party supplies that somehow exploded on impact with Moirai's remaining weapons systems.

“Where the buck did they put THOSE?!” Gilda asked, her and Greta starting up at the party weapons with wide eyes.

“They're Pinkie Pie and a male version of Pinkie Pie,” Applejack pointed out in a flat tone.

“Party Favor!” Double Diamond called. “Get us up there!”

“On it!” the Our Town party pony announced, producing a seemingly limitless number of balloons that he folded into a fully functional bridge long enough to reach the floating fortress. He carefully brought it down so it ended directly in front of the entrance to the fortress, a pair of large metal doors like those of a castle.

“Charge!” Shining Armor yelled. Gilda, Grata, Night Glider, Derpy, Bulk Biceps, and the pegasi guards flew along the sides of the bridge while the ground based members of the group stormed Moirai via the bridge. Shining Armor dared not question how a bridge composed entirely of balloons was able to support a small army...or how Pinkie and Cheese Sandwich's party weapons managed to keep firing despite the two joining the charge. His sister had advised him it was wiser to just accept party ponies ran on different laws of physics than everypony else.

Double Diamond noticed there were, understandably shocked, agents guarding the entrance who had finally recovered from the surprise attack enough to notice them. “We've got company!”

Shining Armor quickly met the agent's magic beams with his shield, but they were not out of danger. After all, their bridge was still composed of balloons that could be popped. It took every ounce of his focus to protect it, leaving him with no time to return fire.

“I've got them!” Sugar Belle called, throwing several pies carried in saddle bags enchanted to hold far more than they should to surprise the agents and forcing them to dodge or blast the pies out of the air. Applejack joined in kicking apples and finally the increased volume of edible projectiles made it through and connected. However, it was only enough to momentarily blind the agents rather than truly harm them.

“Night Glider! Air drop!” Starlight's former second in command called, jumping up as the pegasus flew by, grabbing him around the barrel as he threw on his skis mid-flight.

“Bombs away!” Night Glider shouted, letting him go and dropping him straight at the agents Double Diamond used the skis to widen his impact and land on more of them at once, knocking half of them to the ground. The stallion then gave a gasp as the other half did the natural thing and took aim at him.

“Hey dweebs!”

The remaining agents looked up just in time for Gilda to slam into them at speeds that had made her a rival to Rainbow Dash, Greta following behind by just enough to strike the ones she missed when they had their attention on her.

One of the Agents who was struggling to his feet got grabbed by Gilda and stared at her in shock. “You? But you're not supposed to be important!”

Gilda promptly slammed her hard head into his. “And who are YOU to say how important I am?”

Of course this wasn't enough to knock out most of them. Thankfully, while paying attention to those that had reached them, the Agents soon found themselves routed by those that had not, Shining Armor, the guards, and Spoiled Rich taking advantage to ambush them from behind. As this was taking place, Mina and Spike noticed several SiB emerging out of ports in the walls to open fire. The teenaged dragon did as dragons do and forced them to fall back inside to avoid a torrent of flames, Spike following her lead with his own green flames. Firestarter got the idea and did the same for the other half of the wall using his fire magic, the trio keeping the agents pinned down so their group could focus on the enemies on the ground.

“Sir! Should we plant breaching charges?” asked one of the guards as a unicorn guard teleported the defeated agents to the pre-made prison cells.

Shining Armor opened his mouth to give an order...

“I've got this...” Maud Pie said, trotting up to the door in her normal emotionless manner.

Inside Moirai, the group of agents on the other side of the main entrance heard the commotion and prepared to defend the hallway...

Only to be bowled over when the doors literally flew off their hinges and threw them all over in the process of flying down the hallway.

Pinkie Pie's elder sister stood at the door, hooves still forward from her blow and standing on her hind legs. “Knock knock...”

“Was that a one-liner or yah being serious?” Applejack asked, raising an eyebrow as the phoenixes did another fiery charge into the base, still trying to pierce its armor but making headway. One of the agents charged her...only to gasp in surprise upon realizing who he was charging, leaving himself open to a buck to the chest.

“Yes...”

“...Okay then...”

Spoiled Rich trotted in, scoping out the area. “Let's get this over with.” Her eyes fell on an incoming black tied agent. “First priority is to ground this place, don't forget that. If you see somepony with a black tie, either fight them in groups or leave them to me or the Prince,” she explained, before meeting the agent's charge and exchanging blows.

“...Am Ah the only one it kinda freaks out seeing Mrs. Rich being badflank?” Applejack asked as the elderly mare fought the elite agent, holding an advantage despite her age.

Shining Armor shrugged and joined the fray. “Remember, watch your backs and cover each other!”

“Okay cousin, I have a question: why do you keep saying 'we' when you weren't around for half the stuff you're explaining?” Lightning Dust questioned, the group having little to do as they continued through the final passage but talk.

“...Force of habit...” the android agent replied as they stepped up to the final door.

Sunset looked out of the corner of her eyes at Trixie as they came to a stop, remembering what the android had done in the basement. “...Hey...Trixie...Since you merged with the original Trixie, you...you know, remember me?”

Trixie slowly nodded. “Yes...they are somewhat painful memories...”

“I know...Look, I'm sorry about how cruel I was to you. Yeah, we were rivals, but that doesn't mean I was right to try and put you in the infirmary just for annoying me...at all. I was a power hungry, self-absorbed jerk, and I'm sorry for everything...”

“...Trixie has been a self-absorbed jerk too...So she guesses she can forgive you,” Trixie replied, giving a teasing smile.

Celestia's former student slowly returned it. “Thank you.” Their conversation ended as they passed through the final door.

“Okay, this is not what I expected...” Starlight remarked as they entered the large room behind it. The path on which they stood was one of four, each coming from a different direction and leading to a large structure in the center. However, that was not the strange part. The strange part was that those paths were the only solid ground in the entire room: the rest of the room was what looked like an indoor lake. Looking down, they could see windows on the 'floor' deep below emitting light, but the rest was simply water with no other lighting coming up.

“What is this?” Twilight asked, joining her student in looking into the internal lake.

Zecora carefully put the tip of her staff in the water. When nothing happened, she followed by carefully putting the very tip of her hoof in the water. “I don't think this is for defense, it is too cool to be much of an offense.”

Cover Story trotted over to the water and looked down. “This is mainly a reservoir for the cooling system for the base's mana engine, but Bright Future had his lab built at the bottom. Something about how he needs a lot of water down there. Given how mana engines are big heat generators, I can kind of see why.”

“...Trixie doesn't like this...”

The group looked to Trixie, who was slowly looking around the room...no pony noticing a shadow moving swiftly through the water.

=Jaws Theme - Jaws=

“Trixie?” Twilight asked.

“Think about where we are...” the azure android stated, eyes darting. “We're about to find Trixie's father, one of the single most important ponies in this place if Trixie is not mistaken, the lab where most of this place's tech is kept, and where the Marionettes are kept...and other than the two agents at the door there's nothing here? Don't you find that a little odd?”

“...She's right, this is too easy,” Cover Story spoke up. The group snapped around at the sound of a splash, only seeing a little disturbed water.

Zecora kept her staff ready and cautiously looked around. “I must talk in in a darker tone, but Trixie is correct, we are not alone...”

Behind the group, a large, scarlet fin broke the surface and moved for a few moments before submerging again, the noise causing Twilight to snap back around and fire a beam. She hit nothing but water.

The group did the intelligent thing and grouped together, keeping an eye out for each other.

“There!” Zecora shouted, pointing to a shadow moving. Twilight spun around and fired a magical beam...only to once more hit nothing but water.

“Other side!” Ace called, this time Sunset firing a beam...but barely missing as the red fin again submerged.

“Over there!” Teddy shouted, Starlight making her attempt, but again missing as the shadow again submerged.

“Can't Trixie just blast the water with lightning and be done with it?” Trixie whispered.

“No, Bright Future is down there in his lab with the Marionettes,” Twilight replied, shooting again when she caught a glimpse of the red fin. “If you do that, you might hurt them!”

=Run! - Undertale=

Suddenly, the water erupted upwards, forming into several ice spears that rained down at the group, aiming for Starlight and Sunset. The two barely managed to teleport out of the way, the spears shattering where they'd been standing moments before. Several more spears fell, the group barely dodging in time. Ace cringed on reflex as a spear grazed his side and exposed a small line of steel, but didn't do enough damage to draw oil. Some of the fake blood contained in his false skin trickled out, but not nearly what such a wound would draw on a normal pony.

“Okay, NOW can Trixie fry the fish?!” Trixie yelled, growling at the sight of her 'brother' being hurt. She put herself into a magician's box that was impaled...only for her to emerge unharmed out of a second identical one that manifested nearby.

“No!” Twilight yelled, putting up a shield as more spears fell down upon them.

“Trixie is going to fry the fish!” the azure android yelled, forming a thunder cloud above.

“Trixie, no!”

However, the shadow then moved into the place Trixie seemed to be aiming and something jumped out of the water to intercept an incoming bolt, a cone of water taking shape in front of it...only to get blasted by a magical beam by Trixie, launching the shadowy figure back into the water. “Gotcha.”

“Trixie, don't do that!” Twilight yelled, holding her chest.

“Trixie is Trixie!”

“...Oh...right...”

“Impressive...” The group turned back to the source of the new voice. The water that suddenly erupted into a pillar, a shadow moving along it high into the air before slamming down on the path ahead of the group.

“Allow me to reward you by meeting you head on,” the being said in the typical SiB tone, the water dispersing to reveal their opponent, except for a single pillar being used to support her. Sunset couldn't help comparing her to the Sirens, albeit much more shapely and beautiful. She was blue in color, her dorsal fin, tail fin, and foreleg fins all red. She possessed a red ponytail coming off the back of her head, but was otherwise dressed properly for a Stallion in Black Elite Agent. The warrior was considerably larger than any of them, at least twice as tall maybe more.

“A Mermare?!” Twilight exclaimed, eyes wide. “You're in Aquastria too?!”

“No...I mean I don't think so!” Cover Story replied, taking a step back. “I'd heard the chief of security was named Riptide but...”

“You have one thing right, my name is Riptide,” the mermare replied, in the same monotone as the others Agents. “But King Leo and Aquastria has nothing to do with this. I am only here to protect the brilliant doctor and his glori...ugh! No, you know what?!”

=Spear of Justice - Undertale=

The group blinked as the mermare's stoic expression vanished to one more at home on an animane heroine. “Screw that! Why bother telling you why I'm here?!” she asked in a distinctly more hotblooded tone. Water surged out of the artificial lake, flowing over her body and hardening into knight-like armor made of ice. “When soon none of you will remember it or be AROUND to remember it?!”

The group stared in shock...then looked to Cover Story.

“I honestly have no idea what's going on either. I think she's just like this...” was all the android agent could say in response.

“I'm going to be honest with you, this suit is just lip service,” Riptide replied, giving a smirk as she formed a number of ice spears around her and pointed one at the heroes. “I never liked the bucking thing and have my own reasons I'm here. And those reasons mean none of you will get another step closer to the great doctor! So any last words before I turn half of you into scrap metal and the other half over to Mindwipe?!”

“...When did we walk into an animane?” Trixie asked with a flat expression.

“Riptide, you're outnumbered! Just let us through! I promise we won't hurt Dr. Bright Future!” Sunset pleaded, hoping the mermare having no interest in the Stallion's goals would make her at least somewhat able to be reasoned with. “We just want to talk with him!”

The mermare simply chuckled. “And why should I believe some land-dwellers who broke into this place?! Besides, I might be outnumbered...” she boasted, raising her hooves and creating two giant hooves made of water that she brought crashing down at them. “But you're out of your depth!”

Twilight put up a barrier to protect the group, but the sheer force began pushing her back and cracking her shield until Sunset and Starlight added their power to strengthen it.

As the shield lowered, Riptide used her water pillar to launch herself into the air and began raining down spears at them.

“Okay, I guess we're doing this now!” Sunset replied, firing a heat beam to melt the spears as they came down while Teddy and Ace dodged.

Trixie smirked. “You made a critical error!” she said, matching Riptide's hamminess if not exceeding it and forming several storm clouds. “You're not connected to the reservoir anymore!”

The lightning bolts were unleashed straight at the water still connected to the midair mermare.

“You're going to have to try a little harder than that!” Riptide yelled, forming the water into an ice shield in front of her and blocking strikes. “Did you really think I'd be afraid of a little thunder? Who do you think puts Thunderhoof in his place when he gets too ambitious and the Director is busy?!”

Twilight's eyes went wide. “He's on your payroll?!” she asked Cover Story.

“...Not everypony in S.M.I.L.E. is a good person.”

The other magic capable members in the group fired beams at her, but she simply moved the shield to block their attacks and created another pillar to stay in the air. Zecora merely stood, watching patiently and preparing to dodge at a moment's notice.

Lightning Dust tried to take advantage of Riptide's attention being elsewhere by flying up behind her and attempting a flying kick, but quickly had to switch to a wing blade spell to cut her way through an ice spear when Riptide spun around and hurled it at her. “Dang it!”

“Wait a second,” the mermare said as it registered in her mind who she was looking at. “You and G4T01 talked...you're Marionettes! How can you be talking and still be in override mode?! You can't know you're Marionettes and BE here!”

“Because we're alive, fishhead!” Lightning Dust yelled back, clashing a wing blade with her spears. “That's the entire reason we're HERE to talk to the old man!”

Riptide looked genuinely confused for a moment, leaving her open to several magic beams colliding with her back, which Lightning Dust capitalized on by performing a flying drop kick to her chest. “Ugh...STOP TRYING TO CONFUSE ME!” she yelled, grabbing Lightning Dust's leg with a water tendril and hurling her down at the pathway below. The chief of security let out a scream, rising up a tidal wave she then sent crashing down at the group. “And don't call me fishhead!”

Twilight, Sunset, and Starlight formed a barrier to prevent the group from getting washed away, but the sheer force of the water's impact began pushing them backwards.

Ace looked to Teddy. “Come on! We can't just stand here!”

The two rushed forwards and braced the mares, managing to stop them from being pushed back thanks to their steel bodies making the two weigh more than all three combined.

As the wave dispersed back into the reservoir and Riptide breathed heavily, Twilight looked back to the two with a smile. “Thanks...”

“Hey, we didn't agree to fight just to stand here and try not to die,” Teddy pointed out with a smirk.

“Yeah...Look out!” Ace yelled, doing a backflip while entire group had to dodge another rain of ice spears. Twilight cringed, getting a small cut on her hip.

Trixie growled, having received a gash along her side, revealing her mithril plating and spilling some oil. “Rarity just fixed Trixie's beautiful skin!” she yelled, swinging her horn and quickly making the symbol 火. (one of the simpler and quicker ones to perform) When she swung her horn through it again, it formed into a torrent of flame shooting directly at the mermare.

“Ha! You really think that will work on a water manipulator?!” Riptide asked, sending a stream of water to extinguish the flames...only for her eyes to go wide when Trixie suddenly teleported in front her. “What?!?”

“No, Trixie expected THIS to!” the showmare exclaimed with a smirk as she fired a magic beam pointblank into her chest that set off a sizable explosion of fireworks, blasting her backwards and slamming her into the wall.

“Now's my chance, help me with this dance,” Zecora said as she motioned to Teddy and Ace to give her a boost. The two androids put their front hooves together and let her jump off, using their Earth Pony level strength to launch the zebra. Zecora landed on the falling Riptide's chest and used her staff to deliver several blows to her head before leaping backwards to evade a blow from one of the mermare's spears and being caught by Twilight's telekinesis.

As Trixie teleported back down, Twilight jumped in shock. Zecora gave a glare when said shock resulted in her being dropped, but otherwise landed unharmed. “When did you learn how to teleport?!”

The azure android smirked. “Trixie 2.0? Never. Trixie 1.0? A long time ago.”

“That was awesome!” Teddy exclaimed, looking to Zecora.

The zebra brushed herself off. “It is as you said: we cannot shoot beams or fly, but that doesn't mean we have to simply try not to die. Watch with an open mind and be ready to trot, in a fight like this, we must pick out spots.”

“Enough!” yelled Riptide, rising back up on another pillar of water. She focused, causing the water to snake out of the reservoir and form bubbles around the group's heads to take them out that way. Before any serious damage could happen, Cover Story and Trixie, neither of which NEEDED to breathe, quickly fired a few spell beams to destroy the bubbles and free their allies. “I have NEVER lost a fight on the surface world and I'm not starting now!” the mermare yelled, pulling nearly half the water up into the air with her.

“How can you do this?! Are you related to the Sirens or something?!” Sunset asked in disbelief (after coughing up some water) as the group fired beams at her which were blocked by another ice shield.

Sunset quickly realized she made a mistake when Riptide's eye twitched...and she had to dodge an ice spear. “NEVER COMPARE ME TO THOSE FREAKS!”

“Sorry!...Would it make you feel better to know we kicked their flanks?” Celestia's former student asked. “And broke their pendants and turned them into three normal teenaged girls?”

“...Yes...THANK YOU!” the mermare replied, forming the water she'd gathered into so many ice spears that it was hard to see the ceiling. “SERIOUSLY, THEY GAVE MY KIND A BAD NAME! I'M SINCERELY GRATEFUL!”

“You're welcome...” Sunset said, everypony's ears pinning back.

“BY THE WAY, I'M A GIFTED MERMARE SINCE YOU ASKED!”

The ice spears fell like rain, cracking and wearing down the shield Sunset, Twilight, and Starlight put up in defense. Trixie formed バリア in the air while their shield was still holding and swung her horn through it, forming a shield of her own to reinforce her fellow's. Teddy and Ace joined in and put their high weight to good use bracing the girls to stop them from being pushed back until the assault finally ended, leaving the air between them and the mermare full of mist. Riptide panted heavily, out of breath.

“...Alright...I was hoping to keep this my secret until all of this was over...”

Sunset's leather jacket flew into the air.

=I Burn – RWBY=

Celestia's former student suddenly flew up out of the mist, right in front of their enemy's face. Riptide stared at her in utter shock before being decked in the face with surprising strength, barely catching herself with her water powers before she could be slammed into the room walls. Sunset teleported behind her and bucked her in the back with Earth Pony level strength, launching Riptide forwards and bashing her against the ceiling several times before she managed to catch herself with several water tendrils latching onto the wall.

Sunset Shimmer stayed aloft on two Alicorn wings, everypony staring at her in shock.

“What?! How?!” Riptide asked in disbelief. “You CAN'T become an Alicorn!”

“Long story, involves saving an alternate world...again...” Sunset replied concisely, glaring. “I didn't want to make this about ME so I was trying to keep this a secret! And it still ISN'T about me!”

The yellow alicorn looked down to her friends with a dead serious expression. “No coronation until AFTER the Marionettes are safe and settled in!”

Trixie was about to go on a jealous tirade about how unfair it was ANOTHER pony became an Alicorn when (surprise) she desired it herself and likely couldn't obtain it...then blinked. “R-Really?”

Sunset nodded, giving a warm smile. “Really. This is about you guys...And no PRINCESS Sunset either! Not until Celestia CHOOSES to call me that!”

“...Trixie appreciates this...”

Cover Story merely stared with his jaw dropped. “...I have a feeling that I should be grateful I found this out now, not days ago. I think my head would've exploded...”

Starlight just looked plain confused.

Riptide was so shocked both by what she was seeing and what was said that she didn't even try to attack during this conversation. She looked at the mare like she was a flaming ice cube. “But...but...UGH! STOP MAKING ME CONFUSED! JUST GET OUT AND LEAVE THE DOCTOR ALONE!”

Riptide brought water up and caused it to form a bubble around Sunset to trap her, then formed a wall of ice in front of herself. She formed an ice gauntlet on her front hoof and slammed it into the ice wall, sending a barrage of sharp ice shards right at the Alicorn. Before they could connect, however, Sunset's horn glowed and she let out a huge explosion of fire and heat, turning the water and ice shards to steam.

The new Alicorn dodged several ice spears, Lightning Dust joining her and both weaving and turning about her, Twilight joining them while the other unicorns forced Riptide to block their attacks with her ice shield and further divide her attention as she tried to cover herself from multiple attacks from several directions at once. Her chest heaved and she panted as she blocked another fire burst from Sunset.

“...Trixie noticed something,” Trixie said, then looked to her brothers. “Riptide got winded from that attack before. Her magic is just like any other: she tires out if she uses too much of it...We can't overpower her...” she said, as Twilight was blasted into the wall behind them with a torrent of water. “Not here where she has the advantage, but Trixie has learned from experience that power isn't the only way to win a fight.”

“Trixie is wise to believe that's how she'll be undone,” Zecora said, looking up as Lightning Dust and Sunset were blasted back, but caught themselves and returned to the fray. “No matter how strong, she is as flesh and blood as anyone.”

“So what do we do?” Ace asked, looking up as Sunset melted one of Riptide's shields with a heat beam.

“...How good is your aim?” Trixie questioned with a smirk.

Riptide screamed in rage, throwing spears at her enemies and lashing out with water tendrils. She performed a thrust with one of them right at Lightning Dust...only for a soccer ball to slam straight into her head and throw off her aim so that she only succeeded in exposing the mithril on Lightning Dust's shoulder and shedding some oil. “What?!”

Teddy threw a soccer ball Trixie had manifested a pile of into the air, where Ace did a backflip kick and drilled it into the mermare's face, knocking off her sunglasses and revealing yellow eyes.

“STOP! IT!” she screamed, summoning more spears and raining them down at the group, only for Twilight to block them with her shield spell after recovering from the previous blast.

“Don't forget about me!” Lightning Dust yelled, flying straight at her, but being forced back with another ice spear. Riptide quickly had to swivel her ice shield behind her to block a powerful magic beam from Starlight...only for another soccer ball from Ace and Teddy to drill her in the face and a beam from Cover Story to score a hit on her chest.

“Or me!”

Riptide turned just in time for Sunset used her magic to surround herself in a fireball and slam straight into her chest, launching her straight into the pathway and melting into her armor. The mermare snarled as she regenerated her ice armor, throwing her hooves up and sending two pillars of water up at the mare while also using her shield to protect herself from Twilight, who flew around and fired at her. Zecora joined in, weaving through her attacks and delivering skilled staff strikes when she saw an opening.

Ace tapped his chin, watching this. “Hey...Cover Story said we weighed a lot, right?”

“Yeah, so?” Teddy asked, preparing to throw another ball up for the other android to kick.

“Well, I know you didn't pay attention in class...” the light brown android replied to his 'brother', measuring up the path as Riptide used her shield to block attacks from both directions by the two Alicorns and Zecora leapt between the shields to land a blow to her face.

“Hey! You didn't either!”

“Yeah, but I had to sometimes to stay on the sports teams...” Ace replied, taking a stance like a hoofball player about to charge and waiting until he saw an opening. “And I remember Ms. Hackney saying one time that to get how hard something hits, you need to multiply the weight of something times how fast it's going. So me running at top speed times me weighing a lot equals...”

The android charged forwards like a stallion on the hoofball field while the mermare was distracted by their teammates. By the time Riptide noticed him, he'd already jumped at her.

“One mean tackle!” Ace exclaimed as he made contact with a shoulder tackle to the chest.

Normally, a teenager tackling someone over twice his size and wearing ice armor would do little.

Unfortunately for Riptide, the teenager tackling her was a three hundred plus pound android made of steel moving at top speed.

The mermare got the wind knocked out of her by the impact, her ice armor shattering to bits and the momentum knocking her backwards across the walkway.

Teddy got Ace's idea in time and charged. “Give me a boost!”

Ace nodded, the android ducking and letting his steel body become a platform for his brother to leap off of.

As Riptide looked up, Teddy came down and put all his weight into solid punch to her face. The impact sent her flying backwards and slamming against the room in the center.

“And one mean punch,” Teddy remarked as he gave Ace a high hoof. He then blinked, noticing the artificial flesh on his hoof had been torn off by the force of the impact, revealing the steel beneath and spilling some fake blood (though no oil). Unlike his sisters, the mana running through his channels was a vibrant red. “...Maybe a little too mean...”

“Eh, it looks cool, don't worry,” Ace reassured, showing his own wound and the exposed steel.

Trixie smirked, teleporting over and patting them on the backs. “Smart! Trixie is proud of you!”

“Ugh...” Riptide muttered, rubbing her jaw and spitting out a tooth. She then snorted hot air out her nose and launched up to the ceiling on a water pillar. “No. NO! I won't be humiliated like this! I refuse to allow it!” she roared, straining while using her hydrokinesis to lift the entire reservoir into the air. The water molded itself into countless ice spears ready to fall and water tendrils attached to a massive a suit of ice armor, some of which she was using to hang from the ceiling. “Any...any...any last...” she muttered, panting nearly out of breath and body trembling from the strain of holding the massive construct together. “Any last words?!”

“Yes...checkmate...” Trixie said with a smirk, finishing a symbol she started while Riptide was preparing her attack: 雷雨. Sunset, meanwhile, was charging a spell that resembled a miniature sun, which she fired. When Trixie swung her horn through her symbol a moment later, it turned into a gigantic torrent of lightning as Twilight and Starlight all let loose lightning spells of their own simultaneously and Lightning Dust kicked a magically generated thundercloud to launch a bolt of her own.

Cringing, Riptide formed a shield in front of herself...only to realize the attacks were instead aimed at the ice armor attached to her. She tried to counter, but cringed, her mana reserves at their limits. “...Sea cucumbers...”

Sunset's attack struck first, emitting a massive explosion of heat that evaporated much of the water and melted the entire suit of ice just in time for the electrical attacks to hit home. The mermare screamed out in pain as electricity ran through her and the entire ice/water construct she'd made, sending sparks flying until it all exploded into steam.

Riptide fell to the path in front of her with a loud thud, blackened and unconscious, but still breathing.

“First rule of Trixie's school of dueling: take advantage of your enemy's rage,” Trixie remarked, as she posed dramatically. “And seriously, is Trixie the only pony who feels like we were in an animane there?!”

Cover Story shook his head, producing and downing a bottle of salt water to cool himself down, having not gotten the cooling upgrade like his cousins. As he drank, he looked up at the steam still hanging in the air. “Hey, you girls might want to do something about that. If she wakes up, best she doesn't have her weapon of choice. Plus, that's also the coolant for Moirai's Mana Engine so...”

Trixie listened, then looked to Teddy and Ace, noting both looked 'thirsty.' “And perhaps condense some into water for Trixie's brothers?”

Twilight nodded as she, Sunset, and Starlight stepped forwards and combined their shield spells to condense the steam down to a single point. The lavender Alicorn split off a small bubble of it before the trio teleported the entire bubble away. The Princess of Friendship then manifested some cups and used an ice spell to convert the steam into ice cold water that she floated over to the duo, three for each. “Here you go.”

“Thanks...” Ace said, greedily taking his and downing it, feeling the heat begin to subside...then blinked in slow realization. “Wait, we're robots! How are we thirsty?!”

Cover Story looked over. “Because you have a mana condenser as your power source; stores a lot more mana more efficiently than the battery the G1s had, but has the heating problem the mana engine has. Now hurry up and drink, it's time to meet our maker...literally.”

Sunset looked back at the battered and defeated Riptide with confusion.

“Something wrong?” Twilight asked, touching to her wound.

“No just...she never dragged us underwater...” the alicorn replied, looking down. “...It's like she didn't want us near whatever's down there, even if it'd give her an advantage...”

“Alright, that all of the files?” Yearling asked, the Defense Disabling Squad having ransacked the defense hub for anything of value about the organization's operations, including data on members currently employed with the agency (Gear Shift and Cover Story didn't know all of them for secrecy reasons). Given it, by necessity, needed files on everypony that'd be coming and going, this place was the jackpot.

“Yeah, looks like it,” Gear Shift replied as he finished downloading all the needed data in the rather advanced computers the floating fortress used into storage drives the Doctor had provided.

“And I think I got all their files,” Rarity replied as she put the last folder into a manifested bag, then gave a sigh. “I know 'dull and drab' is this place's theme, but would it kill them to use more than one color of file! This is the most boring file cabinet I've ever seen!”

“Good...” Yearling replied, then looked to Rainbow. “Did the Doctor find what you were looking for?”

Rainbow Dash gave a smirk. “Oh yeah! Already sent it to Spike with those pre-enchanted scrolls he gave everypony awhile ago!”

“And what was 'it'?”

The battle continued. As the assault team continued pushing forward inside, Philomena and 'Phoenix Squad' (as Spike had dubbed them) continued their assault on the exterior, slamming into the floating fortress repeatedly now that the weapons systems had been finished off. Their goal was simple: inflict enough damage that Moirai would lose power and fall into range of the 'secret weapons' who waited in the forest nearby, as well as open holes for their entry.

As the firebirds came back around with another strike, a squad of Agents emerged from one of the upper levels and fired a capture beam, encircling the Phoenixes in a force-field. The agents struggled against the powerful flames of the firebirds, but managed to begin pulling them in closer and closer, a cage at the ready. Meanwhile, another group of agents had just managed to blow up one of the Party Howitzers with a barrage magic beams and were working on another...

=Dragonforce – Cry of the Brave=

Several blurs suddenly dove down from the clouds, leaving streaks of thunder clouds in their wake before splitting into two groups. One group slammed into the agents assaulting the party artillery and floored them, the other group doing the same to the Agents containing the Phoenixes, disrupting their spells and setting the firebirds free.

One of the agents groaned, looking up at his attacker. His eyes went wide at who he saw. “You can't be there! We'd have known you were coming!”

“Thanks for the confirmation,” his attacker, Spitfire, said in full Wonderbolts gear. She moved in a blur and delivered a kick to his chest, knocking him unconscious when he hit the wall.

“So Rainbow Dash was right? We...” Soarin' started as he landed next to his commander, but couldn't finish.

“Yeah...we had a mole, Clipper...” Spitfire replied, the captain of the Wonderbolts retaining a stern expression. When Rainbow Dash's letter had arrived saying there was a secret conspiracy they needed as much help as they could get defeating and one of her Bolts was a spy, Spitfire only gave it a moment's thought because she knew Rainbow Dash. Being a GOOD Wonderbolt meant too much to Rainbow Dash for her to risk it on a prank. Said mole was currently being held for questioning while the majority of the remaining Bolts had been mobilized to the coordinates Rainbow had reported. “Come on! Let's handle the ones out here then head in! And remember! Keep your goggles on at all times and watch out for their brainwashing magic!”

“So what's this?” Twinkle Shine asked as Gypsy lead the group into a large room that resembled more of museum than a secret agent lair. Also surprising was the seer seemed to be practically prancing at times, just being overjoyed to be ABLE to move freely.

Minuette looked around the room. “Yeah, this room isn't all dull and boring like...everything else here.”

“The Artifact Archives,” Bon Bon explained, moving her eyes scanning the room. “This is where we keep the objects and artifacts we think 'may come in handy' for our cause. Probably want to teleport most of this somewhere else, I know Yearling would say 'it belongs in a museum'...she's probably right for most of it.”

Moon Dancer gasped, looking at one of the artifacts: a golden key with a white gem in the handle. “This is Meadowbrook's Omnikey! It's said it can open any lock on the planet!”

“We don't have all of Meadowbrook's Enchanted Objects, but we have a few besides the one in Trixie's head...” the beige agent replied. “Also, take that thing. It'll probably come in handy.”

“Okay, cool and all, but why are we here?” Lyra questioned. “Isn't Twilight in trouble or something?”

Gypsy's eyes glowed blue and she looked back with a smile. “Don't worry! They already beat Riptide, they're fine!”

“Oh...Okay then...”

The mare pinned her ears and looked down. “Oh...Sorry I didn't tell you until now. I saw it could happen, but unlike what the Stallions think, I see multiple futures, not just one, so I didn't want to give you a fake out if a different one happened and you needed to back them up...”

“It's alright...Seeing the future sounds confusing...”

“Sometimes...and annoying when the ponies you're talking to take the first one you give them as an absolute truth and refuse to listen to a word you say after that!” Gypsy shouted, the lights in the room flickering. The mare seemed to quickly catch herself and rubbed the back of her head sheepishly. “...Sorry...still bitter about that...so very, very bitter...and used to being told 'shut up and tell us the visions' whenever I tried to have social activity with anything other than the sapient magical tree I'm bonded to.”

Lyra blinked. “The Tree of Harmony talks to you?”

“Yeah.”

“...What's it like.”

“Motherly, caring, apologetic for me ending up in this mess...and also snarky.”

Twinkle Shine gave her a raised eyebrow. “Snarky? The Tree of Harmony is snarky?”

“Yeah...”

“...So like Celestia from Kid Pegasus: Uprising pretty much?” Minuette asked.

Gypsy gave a flat look. “...I don't know what that is...”

“Oh...right, imprisoned in a room for over a decade...Sorry...”

“It's fine...But it sounds cool, can I please play it when this is over? The last game system I've ever played was a Super Neightendo!”

Lemon Hearts chuckled while riding the 'Angry Mama Lemon' as she called her familiar, noting the seer seemed to alternate between being a mature seer and a more child-like pony...when she wasn't showing her completely understandable rage at her captors. The yellow mare then resumed looking around the room, leaving explaining video games to Minuette. Her eyes finally fell on a full length mirror with a pink frame, a red heart at the top and bottom of the frame. “What's this?” she asked, stepping off her mount.

“Not sure...” Bon Bon replied, trotting over and looking at the mirror. “That one wasn't here when I was.”

“Reminds me of a mirror Derpy told me she saw once,” Lyra replied, joining the other two. “She remembered it because she saw it the same time she found Dinky...”

The Angry Mama Lemon approached the mirror curiously and gurgled while giving it a nudge...then the mirror glowed and out emerged an identical, but cat-sized lemon creature that nuzzled the larger familiar as everypony stared in shock.

“...So it's a mobile Mirror Pool?” Lyra asked, taking a step back out of fear of accidentally making a clone of herself.

“No...I don't think so...it made a miniature one...” Bon Bon replied, rubbing her chin as she knelt and examined the clone. Her eyes went wide behind her glasses and her jaw dropped. “A baby one...Lyra...you said Derpy found Dinky the night she saw this thing?”

“Yeah, why?” the green unicorn replied...then a look of dawning realization came to her face. “No way...that old legend about...”

“Queen Majesty's foal making mirror...” the beige Earth Pony replied. “I'd say 'that's an old pony's tale,' but kicking the flanks of 'old pony's tales' was my old job. The big question is why are they keeping this up here? What use would they have for it?”

“...Making new agents?” the green unicorn replied, a chill going down her spine at that thought.

“...Well, if they are, I'm kicking the one who came up with that idea somewhere they do not want to be kicked...” Lemon Heart said, narrowing her eyes and snorting hot air out her nose. The Angry Mama Lemon gave a gurgling roar. “Then lemon juice put in their eyes. From an entire lemon. Slowly.”

“Uh, girls?” Moon Dancer asked after examining the room and writing down the artifacts she recognized. “As interesting as a foal making mirror is, I noticed something. Or rather the LACK of something.”

“Yes, Moon Dancer?”

Moon Dancer's eyes went over the entire room. “Starswirl the Bearded's wand. It's not here.”

The others joined her in her examination. Among the artifacts were a picture of a yellow furred, butterfly winged pony with a crown on her head that appeared to have been slashed by Changeling fangs and restored, strange gems set in six pendents that oddly resembled the Alicorn Amulet, a letter signed 'from Radiant Hope', what looked like Starswirl's hat, a broken blue crystal that made the mares feel older just being near it, and many, many more. But indeed, the Wand was nowhere to be found.

“But if it's not here, where is it?” Bon Bon asked, eyes widening a bit.

“That's a good question...” said Gypsy, getting the group's attention and moving over to another door while no pony was looking. The mare gave a small smile, eyes glowing blue for a moment. “But not the thing we're here for...” she explained, heading through the door.

“...Hey, am I the only one who noticed we've not run into a single agent since we started following her?” Minuette asked as they began doing just that.

“Well, she IS a seer,” Lemon Hearts replied, looking to her familiar and it's new baby familiar, which to her shock she couldn't feel like her others. She looked back to the mirror, a bit of temptation on her face. “I'm more concerned by the fact she acts like a fillymare half the time...”

On the other side of the door was a room lined with cages, eyes glowing in many of them. Bon Bon's eyes went wide as it registered just where she was. “The monster containment room...”

“Huh?” Lyra asked, looking into one of the cages and jumping back when a giant pony three times her size trotted over to the cage, a single eye on its face. The mare screamed and fell back from it...then frowned when the cyclops whimpered, pinning his ears.

Lemon Hearts noticed an aquarium next to her and frowned as a cute creature that resembled a fish with a pony's head swam up to the glass and put a fin on the glass. “Please...help me...” the little sea pony begged, ears pinned back. “I just want to go home...”

“This is where you guys keep the monsters?” Moon Dancer asked, looking around at various creatures.

“Maybe we should free them and get some more backup?” Lyra asked...then noticed a giant glowing bat with blind eyes hanging upside down in one cell gave a screech at her. In another, a giant creature made of rock and wearing a loincloth slammed his fists into the cage bars while staring at the ponies with hungry eyes. The unicorn gulped. She looked to a creepy bald stallion in one of the cages. “What will you do if we let you out?”

He looked at her in a way that made her shiver. “I will kill you all,” he said in the most polite and civil voice possible.

Lyra turned pale as a sheet. “On second thought, maybe not...”

“This is where we keep monsters and things that were in the wrong place at the 'wrong time'...” Bon Bon growled, then glared at Gypsy. “Why did you bring us here?!”

Gypsy cringed back, but proceeded to spread out her tarot deck and held up her wheel before her face. “The reason the Tree of Harmony gave the mane six the Cutie Map is simple,” she explained, floating her wheel in front of her face and letting the beam select the cards. “When it gave the Stallions a seer that told them everything, they desired nothing but the first future I saw and refused to hear any others...the Cutie Map works by selecting the ponies who have the best chances of solving a problem, and trusts them to make the right decisions. It does nothing more than point them in the right direction and put its faith in them...”

Bon Bon cocked her head...until she heard hoof steps and looked up. The mare who walked into the room caused her and Lyra to give a gasp.

“A-Alpha Hoof?” both asked.

=The Choice - Undertale=

The mare in question stared back from behind her black glasses, a sizable group of Agents behind her. In fact, it was the entire monster fighting squad, composed entirely of elite agents. “Hello, Sweetie Drops. Lyra...”

The room became silent despite being filled with monsters, who if anything seemed SCARED. The gifted unicorns took a fighting stance, just in case.

One of the agents gasped, finally noticing Gypsy. “The Orac-”

The unicorn's head shot up and she glared at the agent, eyes glowing orange and snorting hot air out her nose. “My name is Gypsy. And yes. I'm out. Like I've told you for over a DECADE the Tree WANTED me to be,” the mare stated, voice once more taking on aspects of Applejack's and the room's lights flickering. “But what's happening right here and right now? It isn't about me. And I predict if you make it about me, you are going to have a bad time.”

The agent gulped, taking a step back. Lyra had met members of this subgroup and knew enough to know that said more about Gypsy than the agent's courage. Alpha Hoof didn't look at Gypsy or even acknowledge her.

The seer's eyes returned to normal and she turned over the first card, revealing it to be a mare resembling Pinkie Pie in a jester's outfit: Zero, the Fool.

“You know her?” Lemon Hearts asked, looking to Bon Bon with her eyes wide.

“This is Alpha Hoof, leader of the monster hunting division,” Bon Bon replied. “And one of the top agents in all of S.M.I.L.E.”

“...So...you remembered?” Alpha Hoof asked, face not betraying her emotions.

Bon Bon nodded. “Yes...I did...What happened a little bit ago. That whole 'mission' with me and Lyra...you were protecting us, weren't you?”

“...If they knew Lyra knew, her memory would have been gone in a heartbeat...” the head of the monster squad replied.

“...Thank you...” Bon Bon looked down and pinned her ears back. “Alpha...don't make me fight you...I will if I have to but I don't want to.”

Alpha Hoof's expression remained unchanging. “...I remember what you said back then, Agent Sweetie Drops...” the mare replied. “How much you hated these rules and regulations on which our division ran. How you felt our policies were only endangering more ponies than we saved. No matter how many times I told you it was for the greater good, you never listened.”

Gypsy turned over the next card, revealing an upside down card with a blindfolded alicorn dressed in red robes, a scale in one hoof and a sword in the other. 11: the Justice.

“We were,” Bon Bon replied, forgoing the 'stoic emotionless' agent facade and instead pinning her ears back. “Ponies DIED while we did nothing, Alpha Hoof. Ponies will KEEP dying if we KEEP doing nothing. If the guard had HALF the information we do and acted on it, Equestria would be twice as safe...Tell me, Alpha Hoof...how was Mr. and Mrs. Flute dying on our watch 'for the greater good'?” the beige agent asked, tears starting down her face. “S.M.I.L.E. is the monster now...We were the monster...”

Lyra pinned her ears and looked down.

Alpha Hoof's expression was unreadable. The two ponies slowly approached each other, standing face to face. The rest of the agents didn't move, and neither did the gifted unicorns.

“How is kidnapping innocent creatures 'for the greater good?' How is keeping the Marionettes hostage 'for the greater good?'” Bon Bon said, each word rising in intensity as she pointed to the cyclops and sea pony, both of which whimpered. Looking more like lost children than monsters. She pointed to Gypsy. “How was keeping that poor girl hostage for over a DECADE when she told us, BEGGED us to stop in the name of the thing we were supposedly worshiping, 'for the greater good?!'”

“Just like you said before,” Alpha Hoof's face didn't change. “...And you were right.”

Bon Bon gasped, eyes going wide. “W-What?”

Gypsy flipped over the last card, revealing a picture of an angelic Alicorn with a trumpet over several other ponies. 20, the Judgment.

Alpha Hoof removed her glasses and looked Bon Bon in the eye. “You know how they say 'once you've seen it, you can't unsee it' about things? Once you pointed out how many ponies we were putting in more danger, I never could unsee it...I signed up to protect Equestria and the ponies that live here. If S.M.I.L.E. has become something they need protected from? I'm not being a hypocrite.”

The monster squad leader put her sunglasses back on. “Alright. Who here signed up to protect ponies from the things that go bump in the night?” she asked, turning back to her agents. They all raised a hoof. “Who here has had second thoughts about HOW we have been doing that?” Again, all hooves were raised. “Who here wants to fight national heroes who have done nothing BUT our mission statement for all this time?” Every agent's hoof dropped. “How about holding innocent creatures against their will?” No hooves came up. “Alright. Here is your final mission: half of you round up all these monsters, put them in transports, and get them out of here. If it is a 'nondangerous, Equestria's not ready for it' entity, let them go and tell them to talk to the Princesses. The other half of you goes to the prison and evacs the prisoners waiting for Mindwipe, and gets any noncombatants and unconscious or injured agents out of here too. By the time Moirai falls, there should not be a single pony who cannot escape themselves left in this building. The moment that is done, we are all going to wait for Celestia to get here and face the music. Are we clear?” she asked. The agents all nodded, not one showing an ounce of disloyalty. “Good. Move out and begin our final mission.”

As the agents departed, Alpha Hoof looked back to Bon Bon and gave a salute. “Good luck on your mission, Sweetie Drops.”

Bon Bon gave a genuine smile and returned it. “You're welcome...but it's Bon Bon now.”

Alpha Hoof actually smiled for once. “You'll always be Sweetie Drops to me.”

Once Alpha Hoof had departed, Gypsy stood up and crept over. The mare pinned her ears and looked down. “...Sorry I didn't tell you...”

“Wait, you knew Alpha Hoof was here the whole time?” Lyra asked, after a long held sigh of relief. Moondancer and the others took to helping moving and freeing the monsters and captives, using the Omnikey to speed up the process...and the Monster Squad making sure none of them let out one that BELONGED there.

The seer nodded without looking up. “...Yes...But I also knew if Bon Bon wasn't, she'd not take that realization she had to heart. She NEEDED Bon Bon to make it stick and choose the right choice, and the others would have to deal with the monster fighting squad on top of everything else...And if I'd told you...”

“...I'd have tried too hard...” Bon Bon replied. “And made mistakes...not shown enough emotion...it had to be real to get through to her...Then we'd end up fighting one of the toughest mares in this place, if not the toughest, along with the single toughest sub-division.”

Gypsy nodded. “...And that's why the Cutie Map is my replacement: with me, the Stallions had a destiny to FORCE...and if they didn't, they'd have made one up that was completely fake and probably wouldn't turn out right. I had to become the leash for a rabid dog, not a seer for a guiding light like I was meant to be. With the Cutie Map, everything has to happen organically with no concrete destiny told to them to force into being and multiple ways it can happen...even if we have to have faith in those girls to make the right choice and they don't always make the best possible ones...”

“So...you just trusted me to make the right choices?” Bon Bon questioned, not looking at her.

“Yes...all of you. After all, none of you decided to attack and mess it up.”

“...Thank you.”

“You're welcome...”

Lemon Hearts helped move the sea pony into a moving aquarium. The little thing waved as it was moved to be freed...and started crying tears of joy. Or at least she thought so. It was hard to tell given it was underwater. “...It feels good to know we helped save these poor creatures and Gypsy, doesn't it?”

Twinkle chuckled, using her light to help drive the big troll into a cage. “Yeah...I guess the Stallions thinking we'd be the other Bearers doesn't sound quite as crazy when you say that...”

“Hehe...you'd be surprised...” Gypsy replied, letting herself smile as she watched the other prisoners be moved out. She then just stretched, as if simply enjoying the fact she wasn't in a small room anymore. “After all, if Twilight had chosen to stay in Canterlot that night, it might easily have been you.”

“What?!” was the collective response, all staring at her in shock.

The Seer nodded. “Or if you'd heard about Nightmare Moon and rushed to Ponyville to help Twilight. Or a million other ways. Can you honestly say it's something you wouldn't have done?”

“...Wow...when you put it like that...yeah, I guess it does sound like something that could have happened,” Moon Dancer replied, staring with wide eyed.

“Man, we almost became famous heroes!” Minuette lamented.

“You just did,” Gypsy replied, giving a smile and pointing to the creatures that deserved to be freed, all of which looked at them with gratitude. “They know you would've fought for them if you had to, they know you fought your way in here, and they know you're helping them be taken to safety...And I know you saved me.”

Lyra eeped as she let the cyclops pony out with the Omnikey and he hugged her, being surprising gentle for a giant.

“Fate has many doors, where one closes, another opens...even if it's awhile,” the seer explained, stifling a chuckle at Lyra's predicament. “You can ask Sunset about that when we meet her, she's an Alicorn now.”

Everypony stopped suddenly and looked at her.

Gypsy blinked, then looked sheepish. “...Oh yeah, forgot how surprising that is...woops...Once again, I haven't had any social activity for over a decade except with a magical tree...”

As the group resumed evacuating the room, Gypsy's eyes glowed and she wandered over to a nearby cage. Peaking in, she saw a Changeling, though one not identical to the rest of his kind. This one had a teal green carapace on his back. “Don't worry...”

The Changeling jumped. “Y-You're talking to me?”

Gypsy nodded. “Yes...Don't take what happened here as an indication of what all of us ponies are like. The ponies who put you in here and wouldn't listen are bad ponies. Your dream can still happen.”

The changeling blinked in confusion. “M-My dream? H-How did you...”

“You want to be friends with ponies...” the seer explained, holding out her hoof.

The Changeling hissed involuntarily...then covered his mouth. “S-Sorry...kindness like that brings it out...”

“I know...Just, don't give up, okay? There are lots of good ponies out there, don't let the actions of a few bad ones discourage you.”

The Changeling nodded slowly, touching her hoof. “O-Okay, I w-won't...”

“Alright...Good luck,” Gypsy said, horn glowing and the Changeling being teleported away. “Thorax.”

Mina yelled as she was punched by one of the agents, knocking her to the ground. Before her opponent could take advantage, Spike jumped up and blasted him with green flames. When the flames cleared...he stood there in the nude, his suit and glasses now elsewhere.

“Huh?” the agent asked, looking at himself in surprise...and promptly getting bashed over the head by Mina's tail and knocking him out.

“Thanks Spike,” the dragonness replied, smiling to her younger friend.

“Hey, us dragons have to have each other's backs, don't we?” the baby dragon replied. “Behind you!”

Mina spun around and gave a griffon agent a headbutt to the stomach. Spike ran up her back and performed a headbutt of her own to the agent's face.

Party Favor and Sugar Belle set in a mobile balloon fort, the latter hurling baked goods at their foes to distract them while the former reinforced it. Night Glider did dive bombs and, along with several pegasus guards, Gilda, Greta, and Bulk Biceps, worked together to keep the flying agents from doing the same. Shining had explicitly ordered this, as keeping the flying agents from flanking them was vital to their strategy.

Greta and Gilda in particular were watching each others backs. While the agents were better fighters in terms of trained combat, a life time of surviving in the ruthless Tartarus hole that was Griffonstone (until Gilda's redemption) lended itself to fighting skill of a different type...and fighting as dirty as possible. Which meant using anything that wasn't nailed down as a melee weapon, groin attacks, and smacking them over the head with rock hard scones.

Double Diamond and one of the guards with a talent for ice magic resulted in the skiing pony using hit and run tactics on his skis thanks to an instant snow spell put on them.

“Over here!” called Pinkie Pie, poking her head out of a random door and causing an agent to look into it...and find nothing.

“No! Over here!” she called, poking her head out of another. This repeated for several moments...before he tried opening the same door again, only to get blasted in the face with a Party Cannon. Cheese Sandwich did the same thing on the other end of the hallway...only somehow with a Party Howitzer that shouldn't have fit in the room but somehow did.

“Coming through!” screamed Derpy, flying around like the unholy offspring of a wrecking ball and bumblebee, but doing her best to avoid hitting her allies (or at least warn them). It was the consensus among the combatants that she'd performed the most damage to Moirai out of anyone besides the Defense Disabling Squad.

Spoiled exchanged blows with another Elite Agent, finally throwing his hooves to the side and knocking him out with a right hook to the jaw. “Take him!” she called, one of the guards promptly teleporting them to one of Shining's improvised prisons (a stallion with shield magic as his special talent made a dang good one). The reason for doing so was twofold: first, it got them out of harm's way. And second, it meant there was very little chance of them awakening and returning to the battle. The group were keeping themselves together and keeping the stallions on one side of them as they pushed forwards, making sure not to rush off or rush into a larger room (on Shining's orders). Number one rule of fighting a numerically superior force: even the odds by limiting the number of them you had to fight at the same time and maximizing the number of YOU they had to fight at once. The number two rule was keep your people in the fight, which was why Shining had ensured he'd brought some combat medics with them and Bon Bon and Pinkie Pie had spent three days cranking out as much mana restoring candy as physically possible.

“Remember, no pony wander off!” Spoiled pointed out. She then searched and located another Elite Agent, charging them. 'I can take these guys one on one, the more of them I deal with the more ponies we have fighting individually...'

Shining Armor meanwhile fought three normal agents at the same time, doing the intelligent thing and constantly keeping them in front of him rather than jump between multiple opponents surrounding him. He finally put up a forcefield as feint, expanding it and knocking all three unconscious against the walls with the impact. He'd noticed several times when an agent got wounded or injured, they'd notice oil from their wounds then attempt to flee while firing off a flash of light. On occasion, one of the other Agents that SAW it freaked out and ran after them in a panic or seemed to have an existential crisis right there. 'Just like Twiley said: the agents are programmed to flee if they're exposed...'

“You are trying to be the hero, Prince Armor,” said a yellow furred, black maned unicorn elite agent with a suit of armor for his Cutie Mark approached him. His horn glowed and magic armor formed over his forelegs. “It is not your place. Your only role in this story is to be motivation for a real hero. Perhaps even the villain for them, depending on who you ask.”

Shining Armor's horn glowed and he formed shield bubbles over his own forelegs and traded blows with the agent. “Really? Not how I see it.”

“Every time you have tried to face a threat, you have failed. You always become the pony in distress for your sister to save. Remember how things went with Chrysalis, Sombra, and Lord Tirek? That is your fate,” the agent replied, throwing a punch at Shining Armor's jaw. “To be a thing for Twilight to save. And in this situation, we are the heroes. Not you.”

“Two things,” the Prince of the Crystal Empire replied, choosing to duck the blow instead of block it. “First off, I don't see Lord Tirek, Chrysalis, or Sombra anywhere, but you look pretty bad to me,” he replied, throwing a punch at his opponent's face...which he stopped the moment his opponent shielded himself with his forelegs. The former captain of the royal guard launched a super condensed ball of shield magic point blank into his chest instead, the impact carrying the agent into the ceiling with enough force to embed him in it. “And second? I never tried to be a hero: just a good big brother and husband. And I plan to be a good father.”

As the agent fell to the ground in front of him, Shining Armor noticed something about his opponent...

“Maud! We need another breach!” Applejack called, ducking under an agent's blow and bucking them back against the wall and taking a right hook from another one.

“...Okay...” Maud replied, slowly approaching the heavy metal door in their path and punching it off its hinges. While having two agents hanging helplessly off her as they tried to stop her.

The group pushed on forwards and into what looked like the lobby. It was large, but no so large that Shining felt entering it would expose them too much. The only furnishing was seating for ponies and a currently vacant secretary’s desk, otherwise it was a sterile white.

“Hello, you seem to have let yourself into our base,” said a female, emotionless voice.

To be continued...

=Weapons Factory – Super Mario RPG: Legend of the Seven Stars=

Author's Note

Interesting how Riptide and Thunderhoof BOTH dropped their Stallions in Black mask as soon as they could, huh?

Once again, this was originally part of one big chapter, but I decided to split it up.

Some What Could Have Been stuff here?:

The Flores from G1 were originally supposed to be in the monster containment room with the rest of them, but I felt like I'd gotten the point across there.

Also, part of me DID want to have Lightning Dust say the 'Come with me if you want to live' line at some point, but couldn't find a place that it'd MAKE SENSE for her to do so.

The Puppeteer Part 2

=Weapons Factory – Super Mario RPG: Legend of the Seven Stars=

Standing on the other side of the lobby (while not extremely wide, it was very long, likely for the sake of lines) was none other than Masquerade herself, her face still as a statue and Mrs. Marshmallow beside her with her perpetual smile. The Director of S.M.I.L.E.'s cutie mark was now in full view without the brightness of her room drowning it out: a pair of silver interlocking, perfectly symmetrical gears. Behind her stood a small army of agents, with a number of Elite Agents among them. A large enough army that the attackers were outnumbered.

Pinkie Pie blinked, looking around them. “No ambush?”

“The very fact you anticipated an ambush is the reason there is no ambush,” the Director replied in her typical blank way. “I anticipated that you would anticipate it given your leader and the fact you are in an enemy base. If you anticipated an ambush, your commander would just put up a shield to protect you, and our attack would simply waste more energy than it would cost him.”

“Oh...so no ambush because you knew that we knew there'd be an ambush?”

“Yes.”

“But what if we knew, you knew, that we knew there'd be an ambush!”

“Did you?”

“...Maybe...”

Shining Armor cleared his throat and stepped forwards. “You must be Masquerade...”

“Director Masquerade the 45th to be exact, but Director is enough. You are Prince Shining Armor Sparkle, husband of Princess Mi Amore Cadenza. You are co-ruler of the Crystal Empire and former Captain of the Royal Guard. Most importantly, you are the elder sister of Princess Twilight Sparkle,” the Director replied, as if reading off the statistics of an appliance from a list than a person's background for both of them. “We have met several times, but you remember none of them. We really wanted you for our agency, Prince Shining Armor.”

Shining Armor felt his blood practically turn to ice and a splitting headache start to form. Memories of ponies in back suits offering him a place among their ranks, only for him to turn them down when they explained what that would entail erupting to his mind. Multiple times. The former captain of the royal guard shuddered in a cold sweat, feeling ill at the realization his memory had been tampered with.

“But you always decided to make our meetings simply a dream, ignorant to our agency's existence...” the mare said. “But that is ultimately a beneficial thing. You are a knight in shining armor. That is your place in the grand machine that is fate and you fill it well. Our part of that machine is to do that which white knights like you should not be expected to do. To make you one of us would ultimately have been putting a rivet where a screw belongs.”

The former Captain of the Royal Guard tried to read anything from the mare's body language or expression as he did his best to regain his wits...but it was like trying to read a statue.

Applejack looked to Pinkie Pie. “Can yah read that mare, Pinkie Pie?”

Pinkie Pie shuddered and shook her head. “No...she's...she's not like Maud...not at all...”

Seeing that expression on Pinkie Pie's face made a cold chill go down Applejack's spine. Seeing Cheese Sandwich react the same way made her blood run cold.

“...I know I'm not good at expressing myself...” Maud Pie, standing next to them, said, her tone as emotionless as always. “But I don't think that mare even knows what she should be expressing.”

Masquerade looked over the assembled group like she was surveying a collection of machinery. “You are attacking Moirai. You have a reason. State it.”

Shining Armor quickly regained his composure, but still shuddered a bit at the newly resurfaced memories. “Director Masquerade: your organization is charged with enslaving sapient constructs, using illegal brainwashing magic, conspiracy, kidnapping, terrorism, and many other crimes. It is to be dismantled at once,” he explained, doing his best to keep a professional manner of speaking despite the situation.

“The Princess founded this organization to be independent of herself,” Masquerade replied without a pause or hesitation. “We are not bound by any law or order she has or will dictate by her own orders. We have done nothing wrong.”

“You misunderstood your mission statement,” the Prince of the Crystal Empire replied. “Princess Celestia, and I quote, said you were 'independent of my royal authority,' that does not mean you are independent of all of Equestria's laws nor have no pony to answer to. In addition, myself and Princess Cadence, as the rulers of the Crystal Empire, were never made aware nor agreed to any of that. Therefore, your planned attack on our kingdom is an illegal act, and as its co-ruler, I consider it an attempted act of terrorism.”

“I see. Would canceling Project Siege and taking no further action against the Empire or its citizens be sufficient to cease your attack?”

“No.”

Masquerade and Shining Armor merely stared at one another for a few moments, the Director remaining stoic and statue-like. If any of this bothered Mrs. Marshmallow, she didn't show it either. The Maid merely stood there with a big wide grin on her face.

“...I don't like that...” Pinkie Pie said, with the same expression as when she'd been disturbed by the smiles at Our Town. “Her smile is...not quite wrong but something is...off!”

“You don't understand,” said one of the agents with Masquerade. “We are helping Equestria. We have saved countless lives and saved many from remembering tragic events. This is all to ensure the best possible fate for Equestria and without us this country would fall to ruin! You have no right to do this!”

Shining Armor narrowed his eyes. “And what about the ponies who died because you stood by and did nothing or allowed a monster to roam free across Equestria? How many families have you separated or lives have you ruined? Did you ever think whether or not you have the right to do anything you did? You had good intentions but this has to end before more ponies get hurt!”

“Fate gives us the right!” the agent screamed back. Several others nodded along with us.

The former Captain of the Royal Guard gave a sigh. “That's not true and we have proof of that...But first, there's one more thing I need to bring up.”

The captain of the royal guard brought in a shield bubble containing the Elite Agent he'd defeated prior. The stallion was currently trying to run off in some direction, his mind not seeming to comprehend that a bubble was around him. “You all believe the Marionettes are mindless machines...but look at this...”

A collective gasp rang out from many of the agents as Shining used his bubble to position his captive such that exposed mithril and oil was in plain view on the stallion's back.

“Your agency has been using the Marionettes to reinforce their own numbers,” Spoiled Rich explained, stepping forwards. “The Marionettes...the Marionettes are sapient beings with minds of their own, something I can now attest to knowing for a fact...and any of you could be one. Which means you can either continue to see them as 'just machines' knowing full well you or a friend might be one, or accept you've been enslaving sapient beings for your own ends...believe me, that is not a fun realization and I'm speaking from experience.”

“And the Tree of Harmony is the one that order us tah take set 'em all free,” Applejack explained, coming forwards and standing next to the other two. “And on top of that? It's right peeved at what yah did tah Gypsy! It gave us a map tah guide us when we beat Tirek and it used it tah tell us so!”

The Stallions' side of the room quickly turned into a bustle of confusion and debate, with Masquerade and her maid being the calm at the eye of a storm.

“He's a Marionette...no...that's impossible!”

“How...how can this be...We've been doing what it wanted, haven't we?!”

“I didn't sign up for this!...Did I sign up at all?! Did any of us sign up at all?!”

“...We are all just cogs in a machine anyway, it doesn't matter if we are a metal one...”

“This must be a test by the Tree of Harmony!”

“Liars! This must be a trick!”

Applejack snarled, leveling a glare. “Reality check! Ah'm Applejack, the Element of Honesty! If yah all know meh as well as yah think yah do, then yah know one thing's true about meh: mah lyin' stinks like the hind end of a skunk and Ah'm proud of that! If Ah was lyin', yah'd know it!”

“She has a point! Applejack's a really bad liar!” Pinkie Pie commented in her normal cheery way. “I mean REALLY bad!”

The Stallions' side of the room became more of a chaotic mess of debate and confusion.

However...There was no screaming of 'this cannot be happening' or 'you have no right to do this' from the Director. No meltdown at one of her darkest secrets brought to light or the prospect her organization might be wrong.

“Alright then,” Masquerade finally replied with no change in tone or expression. “You are clearly set in your opinion on this matter. I will not try any further to turn you from it with words.”

The mare then looked over her shoulder to her agents. Some where looking around in shock, others looked like they were having an existential crisis, others a crisis of conscience, still others not changing at all. Her expression did not change.

Miss Marshmallow did a ballerina spin to follow the Director's gaze. “HEY! AGENTS! THE DIRECTOR WOULD LIKE TO SPEAK!” she yelled at a volume that made Shining Armor conclude she had used the Royal Canterlot Voice, but still not losing her cheery tone.. The agents were suddenly still.

“Now. If any of you who are not resolute in your resolve to uphold this organization and all it stands for are to leave right this moment. This situation is not one for a damaged, misplaced, or misaligned cog,” the Director explained, not a hint of anger nor compassion in her tone. “The reason Marionettes have been used to supplement our number is because it was necessary. Our recruitment was too low and our organization would fail if it was not done. That is the first, last, and only reason it was done. We kept this secret because we believed it would impede our organization's functions if it were known because of this exact situation. This is the first, last, and only reason that measure was taken. I make no further justifications or explanations because none exist. Any of you could be an A or EA series Marionette at this moment unknowingly. The Marionettes are not believed by this organization to be sapient. We also cannot confirm nor deny their statement regarding the Tree of Harmony at this time.”

Masquerade took off her sunglasses, revealing her doll-like eyes. “However. If any of you are also not resolute in your resolve that our organization is now wrong and must be destroyed, simply stay out of this. Your cog has no place in their machine either. No matter which side you fight on, a cog that cannot decide which way to turn inhibits both machines. Pick your machine or lack-of-thereof now.”

With that...about a third of the agents separated from the main group (still leaving a large number). This subgroup split into thirds again. One group was too catatonic from shock to realize their friends were carrying them. The second group slowly approached the heroes' side and joined their ranks (and were instantly forced to Pinkie Promise they weren't double agents who would betray them and removed their suits for sake of identification). And the last group simply walked away never to be seen again the rest of this battle. Masquerade still had 2/3 of the group she had brought with her and the heroes had gained 1/9 of it.

Masquerade nodded. “Anycreature else?” she questioned. When none of her remaining agents departed, she nodded again. “As for the rest of you who remain loyal to S.M.I.L.E., we will now engage Prince Shining Armor and his group with intent to silence them to preserve our agency its secrecy.”

“...That's it?” Applejack asked, blinking. The mare froze as Masquerade looked at her out of the corner of her dead eyes.

“Yes, Miss Applejack. My logic is sound: they would have either inhibited our side by inaction and hesitation or have given you an opening when fighting began if they defected mid-battle by making us fight on multiple fronts. Attempting to ambush them as they changed sides would only result in Prince Shining Armor putting up a shield to protect them. He is a pony with mana reserves sufficient to shield the entirety of Canterlot for several days straight while being drained by a Changeling Queen and still requiring several minutes of brute force assault to penetrate, the amount of energy he would lose would not be worth the potential gain.

“You clearly already have agents on your side to simply know Moirai would be at this current location at this current time, so nothing of strategic value is lost. Attempts to lie to keep them on my side when I lack important, need to know information would only succeed in destroying my credibility with my own people and losing even more troops as you poke holes in my attempted justifications. Placing them in your machine before our battle begins means we avoid placing ourselves in a vulnerable position that outweighs you gaining a few more numbers when we already outnumber you,” Masquerade explained, her voice never raising or lowering. Never gaining the slightest spark of a tone. Only her strange accent giving any flavor to it.

“But...but...what yah did to Bon Bon!” Applejack pointed out, at a loss for words.

“Bon Bon? Oh. Yes. Agent Sweetie Drops. I attempted to realign that cog many times. When it became clear it was a waste of time and energy to do so, I removed her from my machine and adjusted her to fit in society's where she would better fit. That is the first, last, and only reason for my actions in that regard,” Masquerade explained like a computer explaining its functions.

“As for my intent not to try and reason with you further: it is a simple matter of realizing attempting to convince you to do otherwise would be futile. We are all just cogs in a machine. Your cogs are, by nature, not made to fit with ours. You are the heroes who inspire, who thrive in the light and do all things unambiguously noble. We are not those kinds of heroes-”

“Blah blah blah! Do you ever shut up?!” Gilda asked, giving an annoyed look.

“I prefer to be thorough in explaining myself. Now, where was I? Oh yes. Our means are justified by our ends, not by being righteous. For that reason did we remain secret for all this time, and intend to remain so: the machine you are a part of needs our machine, but the two can never occupy the same space. It is like placing a heater and an cooler in the same space: it simply does not work. You, Miss Applejack, are an ideal example. To convince you to accept our way of thinking would be convincing Honesty to lie. Not only is that a paradox, it would negate the Elements of Harmony by making you a conscious liar, something counterproductive to our goals and intentions. This is my logic and I find it sound.”

The orange farmer took a step back as Masquerade turned to look her directly in the eyes. Applejack felt like she was looking at one of Applebloom's dolls...

“Speaking of you. I believe this is the first time I have ever met you. So before we begin, Miss Applejack, I have a question. Do you ever consider how fortunate you are?”

Applejack raised an eyebrow. “Pardon?”

“To be raised from birth to know where you belong in the great machine. To be a farmer from the moment you were born. To be such a finely crafted, well-polished cog.”

The orange farmer snorted. “Ma and pa...they raised meh tah be a farmer, alright...but in the end it was a choice Ah made mahself! They never made meh do anythin'!”

“I see. I wonder if I envy you for that,” Masquerade replied, not showing any hint of that emotion or any other. “Then again, I would not know it if I did.”

Applejack raised an eyebrow and fur standing on end. “Yah wouldn't what now?”

Shining Armor cleared his throat. “So you won't surrender, Director Masquerade?”

The Director almost robotically shook her head as she motioned for Miss Marshmallow to stand at the side of the room and put her sunglasses back on. “No. I am S.M.I.L.E. If it is to fall, then it is my place to fall with it. Attack.”

“Team, stay back! Let them come to us! Don't open things up behind us!” Shining Armor warned as the group prepared for battle. “Party ponies, fortify our position! There's too many to take out in the open! Push it forward or fall it back depending on how the fight's going!” Party Favor, Pinkie Pie, and Cheese Sandwich united to build a makeshift fort of partying supplies and balloons for their members to fire down from and to slow down the enemy. “Flyers! Keep them from getting over the wall! Mina! Spike! Lay down fire to slow them down! Anypony else who can do fire help them! Sugar Belle, Applejack, unicorns! Open fire with everything you've got! Everypony else, deal with anypony who gets over the wall! We're not going to win this if we have to fight them all at once! Go go go!”

Everypony listened to him. After all, he WAS the former leader of Equestria's entire military. The former guard captain looked to the door they'd come in through and put a powerful 'one way lock' spell on it so it could now only be opened from their side. They couldn't afford to be routed from behind.

As the two groups began clashing, the attackers' forward momentum now stalled in their tracks, Spoiled Rich was the one who chose to engage Director Masquerade herself. The retired agent leapt up and came down with a diving blow. The white pony merely caught her hoof with her own, stopping her completely despite being a unicorn fighting an Earth Pony. She twisted Spoiled's hoof and send her flying back several feet with a hard blow to the chest.

=Lost Odyssey – A Mighty Enemy Appears=

“Mrs. Rich,” Masquerade said, slowly approaching her opponent with her typical mechanical pace. “You have chosen to face me head on. It is because you know, do you not?”

The middle age mare got back to her hooves, coughing a bit from the blow. “How good of a fighter you are? Yes, I do.” The older mare jumped up and did several spinning kicks with her hind legs at surprising speed for somepony her age.

Masquerade easily blocked two of them with her forelegs, then formed a white gear made of her magic to act as a shield for the final blow. “That is part of it. I was referring to the fact you know me better than anypony on your team. After all, you were here when my mother was still alive. I am aware you learned a lot about parenting from her.”

Spoiled Rich's eyes went wide...then the white mare slammed a white magic gear into her face, tossing her back roughly. She quickly recovered, exchanging blows with the Director, but finding all her blows either being blocked or deflected. Masquerade caught her hoof and gave her several surprisingly hard punches to the ribs before she broke free. The moment the middle age mare landed, she saw something out of the corner of her eye. Spoiled jumped up just in time to evade a pair of giant magical gears that nearly slammed together right on her, taking a chunk of her tail with them.

Masquerade forced Spoiled Rich to dodge several more magic gears on her way down and finally blocked the diving punch that followed with her forelegs. The impact cracked the floor Masquerade was standing on. Spoiled Rich noted that even in the middle of a fight, her opponent's expression did not change nor did she show any sign of strain. “You have gotten rusty, Mrs. Rich. Mother told me you could have been a department head if you desired it.”

The older agent swiftly threw a spin kick at Masquerade the moment her hind legs were fully back on the ground, only for her leg to be caught. Masquerade wrapped her front legs around Spoiled's and pivoted, driving the older Earth Pony to the ground with surprising force. Before Spoiled could catch her breath, Masquerade pinned her with a strong left hoof on her throat and held up her right leg.

With no sign of malice or sadism in her eyes, Masquerade manifested a thin magic gear around her free hoof and made it spin so fast the spokes were no longer visible. She moved it towards Spoiled's neck like it was a buzz saw, the older mare struggling under her but finding herself unable to break free.

However, Masquerade suddenly jumped off Spoiled Rich before she could finish, just in time to evade a super compressed shield sphere that would have hit her head on. “Prince Shining Armor...” Masquerade said, turning to look at her attacker without any hint of surprise.

Shining Armor offered a hoof to Spoiled and helped her up. “Don't fight her alone.”

“I underestimated her...” the older mare replied, coughing and rubbing her throat.

The two charged Masquerade, attacking her from both sides. The mare used a combination of CQC tactics and her magic gears to counter their blows, focusing on keeping both of them in front of her. While neither side held a huge advantage, Shining and Spoiled found themselves on the defensive until Masquerade slammed both back with her magic gears. The Director followed up by spinning around and bucking both in the chest, launching them back. As they landed, she formed a single massive white gear vertically around herself and took aim at Shining Armor. The gear spun around her rapidly, stirring up dust before launching forwards at the former Captain of the Royal Guard like a run away cart.

Shining saw this in time and put up a solid shield in front of him. The two attacks collided with a visible shockwave, the two struggling against one another until finally their magical barriers shattered and both jumped back.

=Local Forecast – Elevator – Kevin MacLeod=

“Hey! Get off me!” Teddy exclaimed, he and Ace being in the middle of the sandwich the group had formed on the elevator to Bright Future's lab.

“Sorry, but better Trixie on you than you on Trixie,” Trixie replied, then glared to Cover Story, who was on her other side.

“Hey! I didn't expect the elevator to be this cramped!” the android agent replied. “Be glad we're both made of metal!”

“Our team consists of two Alicorns, a unicorn, a Zebra, and five androids!”

“Ow! Twilight! You're on my wings!” Sunset exclaimed.

“Sorry, Sunset! Ow! Starlight, you're on MY wings!”

“Sorry, Twilight!”

Lightning Dust did the smart thing and used her pegasus abilities to stand on the ceiling, flapping her wings lightly while Zecora had a similar idea and posed meditatively on top of her staff. “This looked so much shorter when we were up there...” the turquoise android muttered. The only drawback to her idea was the speaker for the incredibly generic elevator music was directly beneath her.

“So...” Ace said, trying to find some wiggle room. Made of metal or not, he still had touch sensors and thus could be uncomfortable. “...Do you think our friends have been looking for us this whole time?”

“...Probably...” Cover Story replied. “But they probably ran into the cover up we put out there...or had their memories altered by Mindwipe.”

“WHAT?!” was Starlight, Ace, and Teddy's collective response. The later two looked reasonably horrified.

“OW!”

“Sorry Twilight, forgot your ear was there,” Starlight muttered with a blush.

“They may have had their memories altered by Mindwipe,” Cover Story explained again. “If there was no other way to 'keep them out of it'...Don't worry, the moment you remind them of who you are, the spell will breakdown and they'll remember you. It's how the spell works, even Mindwipe can't change that.”

Ace gave a sigh of relief (or rather made the noise of one). “Thank Princess Celestia...”

Twilight blinked, looking at her student who was practically on top of her. She felt Starlight trembling. “Starlight?”

Starlight snapped to attention. “Oh...Nothing...just...the idea that they'd take away their memories of their friends too...”

“...I know, I'm angry too...don't worry, this will all be over soon...then they'll never do that to anypony else ever again.”

Twilight admittedly hoped Starlight had enough self-control not to let her anger make her do something foolish again. She'd seen Starlight blinded by anger.

“Well, I know if I see that jerk, I'm bucking him in the face,” Teddy spat, trying to kick something in frustration but being too constrained by those around him to do so and grumbling. “And why aren't you two on the ceiling with her? You've got wings?”

At this, the group was treated to the sight of two Alicorns facehoofing.

Finally the elevator opened at the bottom with a ding...and the group fell out in a pile, Teddy and Ace fortunately ending up on the bottom.

=Here We Are - Undertale=

As they got to their hooves, the group looked around them at their new surroundings. Unlike the joyless gray of rest of the building, this area was a chrome silver in color with blue lines of mana flowing throughout it. Technology of all sorts was scattered on various tables in various stages of construction, including pieces Twilight recognized as pieces of incomplete Marionettes. Glass tubes filled with water ran throughout the room, and into others of the same lab. In some places the pipes had openings that didn't seem to be for gathering water for experiments or other reasons.

Trixie and Lightning Dust both backpedaled when they turned and saw the same room from their nightmares, complete with nightmarish machine out of an alien abduction film. “Trixie was hoping that wouldn't be as terrifying in person...” Trixie said, shuddering a little.

“Same...” Lightning Dust replied with an identical reaction.

“So...this is where we were born huh?” Ace asked, trotting around and examining the various objects. “Can't say it wasn't what I was expecting.”

“If you were expecting something out of a scifi movie,” Sunset remarked, looking at a Marionette limb in the process of being constructed. She jumped when it suddenly moved in reaction to her touching it. Twilight noted it looked closer to Cover Story's than Trixie's.

“Oh, I was.”

“Oh...well, there you go.”

“...Is it weird I kinda find being built in a lab by a mad scientist less disturbing than imagining my folks doing what we learned in Mount Ed class?” the light brown android asked with a shudder.

The yellow Alicorn shuddered. “...Probably not...”

Twilight blinked, peaking into a room to find a familiar sight. “The Super Speedy Cider Squeezy 6,000?” she asked, looking at the Flim Flam Brother's machine sitting amidst what looked like a hanger used for constructing vehicles. It wasn't that it was here that was strange, it was that it wasn't in storage. Were they planning to use it for something else?

“So where is the old man?” asked Teddy, joining the group in looking around and finding what looked like another Marionette limb. The odd thing, however, was that the limb was considerably bigger and hallow inside. “And before anypony asks: no, I'm not calling him 'dad.' I already have a dad.”

“Point taken. We are all choosing who we call family based on personal preference after all. What with being robots who lack DNA...” Trixie replied. “Cover Story, any idea where we can find our creator?”

“Hard to tell, whenever I came down here to pick up or drop off a Marionette, he always stayed behind panes of one way glass or talked to us through a computer,” Cover Story replied, finding an icing crystal similar to the one Twilight had put in his cousins' chests on one of the tables, though one with a different design. “I've never actually met Bright Future face to face. I think the Director is the only one that has.”

Zecora, meanwhile, carefully looked around and then sniffed the air. “Maybe he is eating a dish? Because I smell fish,” she muttered, trotting over to a door. “On the other side of this door I think, is the one that we seek.”

Cover Story trotted over and entered a code, causing the door to slide open with a mechanical swoosh. On the other side was another pod like the ones Teddy, Ace, and Trixie 1.0 had been stored in, this one labeled G3T01. As they walked in, the room revealed itself to be very long with 17 more pods lining the wall. Two of them were foal sized, two were at least twice the height of ponies, and one was the size of Big Macintosh.

“Well...found our siblings...” Lightning Dust commented, looking wide-eyed.

Twilight trotted over to the first pod and peaked through the glass, finding Dumbbell's face on the other side. As with the others, he appeared to simply be sleeping.

Cover Story trotted along the pods, peaking inside. “Looks like they're all here except for Trixie, Lightning Dust, Diamond Tiara, and Silver Spoon, just like Spoiled said.”

“Good...wait...” Twilight started, then counted again just to make sure. “Where are Longhorn and his crew?”

“Kept somewhere else probably,” the android agent replied. “Things didn't go too well last time they were activated.”

“...The basement?”

Cover Story shook his head. “No, they were still 'useful' last time I checked. Bright Future probably knows where they are.”

Trixie nodded, looking over the pods and coming to her own empty one. “Trixie sees. In that case, we should probably fi...fi...fi...”

“Trixie?” Twilight asked, trotting over to the now wide-eyed azure android. She followed Trixie's eyes...then gasped in shock at what she found. The others soon joined them.

“B-But I thought...” Cover Story stuttered in shock.

Two smaller pods set above Trixie's. In one was a crystal of some sort that just felt like nature and growth. In the other...was a pair of mechanical wings along with several thunder bird feathers that still crackled with lightning. The wings the same size and length as Twilight and Sunset's.

“Are these for me?!” Trixie asked, jaw dropping. Could robots faint?

Cover Story suddenly found all eyes on him. “I thought they scrapped this when she went rogue! I didn't know they'd be here! I knew Trixie wouldn't take it well if I told her about something that I didn't think we'd ever find!”

Twilight gave a small gasp, remembering the scans she'd done. She turned to Lightning Dust and performed the now practiced scanning spell. As she produced the scan projection, it became apparent that Lightning Dust's Marionette body had more in common with Cover Story's than it did Trixie's. No hole for a horn to attach or additional leg hydraulics, no additional parts for the limbs. “...Of course...I didn't bother scanning anything but Lightning Dust's wings because I thought their bodies were modular since they were from the same series...So Trixie was...”

“...I told you: we believed both of you were going to become Alicorns...” Cover Story finally said, looking down. “So your 'rival' was designed to become one later on when that happened, using multiple thunder bird feathers and a rare variety of magic geode. We hoped her having an established AI meant she wouldn't go berserk like the P Series did. If we hadn't lost track of Trixie, the plan was deploy her again as an Alicorn for you to get your key defeating...I thought we scrapped this when we lost track of her and Tirek and Discord got you the key! I didn't know!”

“Well, Trixie must be glad to hear that, right?” Sunset interjected, just...feeling that the android agent was being sincere. It was something she'd been rather good at since they'd defeated the Sirens. However, when she looked to the azure android, she was looking down, trembling. “Trixie?”

“Yes...Trixie was supposed to become an Alicorn...” Trixie said...then suddenly spun around, glaring daggers at her cousin.

“A-And you're not happy?” Twilight asked, everypony taking a step back.

“Happy?! How can Trixie be happy about this?!”

“Look, I know you didn't get them, but I'm sure we can install them somehow,” Sunset said in a calm voice. “I mean with how you've helped the Marionettes and were willing to risk losing yourself to your original personality just to help Teddy and Ace, I don't think anypony would say you haven't earned it.”

“That's the problem!” Trixie shouted, voice becoming hysteric and everypony taking another step back from her. “Trixie wasn't supposed to be an Alicorn because she earned it! Or because she wanted it! Or because she was fated to have it! She was supposed to be one so she could LOSE TO TWILIGHT SPARKLE AGAIN!”

Cover Story gasped, looking at her. “Trixie...I...”

“How is Trixie supposed to be happy about getting something that's been stripped of all its meaning?!” the azure android roared in anger, horn lighting up...then gasping as Lightning Dust put herself between her and Cover Story.

“...You're right to be peeved off. Just like I'd be peeved to learn that I was supposed to be a Wonderbolt just to lose to Rainbow Dash,” Lightning Dust replied, causing everypony to gasp at her language. “...But don't take it out on him. You and I both know he's not the one to be mad at. He's just as much of a victim of all this horseapples as we are.”

Trixie opened her mouth...then stopped, looking down. “...Trixie...Trixie supposes you're right...it's just...Trixie feels cheated...like somepony wanted to give her the crown to a kingdom, only for it to turn out to be a kingdom made of cardboard cutouts...Even I know becoming an Alicorn should mean something...I've had power that meant nothing, and it was horrible...”

Twilight's eyes shrunk to pinpricks, the image of a red eyed Trixie ruling Ponyville as a power-mad, megalomaniac flashing in her head. Zecora shuddered, remembering the evil artifact currently sitting back in her home behind as many spell wards and holy runes she and Twilight could manage to erect.

Sunset and Twilight both took a look at their wings...Sunset trotted over to Trixie and stood next to her. “...For what it's worth?...You're already smarter than I was...”

Trixie blinked, looking up at her. “Pardon?”

“...Back when I was Celestia's student, I wanted power. To be an Alicorn more than anything...but all I saw was an outline of what it really meant. Power. Power I wanted just to have it...And when I finally got it? All that power just for the sake of it and to show Celestia how wrong she was to deny me of it?...I became the very reason she did that in the first place...” Sunset explained, looking at her reflection in Trixie's pod. For a brief moment, she saw a cackling red skinned demon with fiery hair looking back. She then gave a chuckle, raising her wing. “The ironic thing?...I only got these wings and muscles when I wanted power for the right reason: to save the world I've adopted as my home and my friends who live there...I think that's the important thing, Trixie...Power is neutral. What we do with it decides whether it's good or evil and whether or not we deserve to have it. When I stole Twilight's Element and absorbed its power just to have power, I became something out of my nightmares. When I absorbed even more magic for the right reasons, I became something wonderful.”

Starlight Glimmer listened in on the conversation...and considered it. Back in Our Town, she'd always thought of power in a black and white context: those with power abused it and hurt others, those without it were hurt and abused. The only way to make it fair was to remove the power...But if it wasn't the power, but the ones who have it that mattered?

Trixie looked at Sunset's wings, then to the ones that had been intended for her. “Trixie...Trixie...thank you...”

“No problem...” Sunset replied, giving a reassuring smile and placing a wing on her back. “Now I have a question.”

“Yes?”

Sunset pointed to the upgrades above Trixie's pod. “If you got those right now and became a...mecha Alicorn...I guess. Why would you want that power and what would you use it for? Not what the Stallions wanted you to use it for, because that doesn't matter. What would you want it for?”

The azure android blinked in confusion, putting a hoof to her chin. “...Trixie thinks...right now...” she said, looking over the pods lining the walls. “...Trixie-”

Before the group could continue this conversation, they heard a door at the end of the hallway next to the final pod open. Zecora quickly motioned for the group to hide behind the other pods. As they did so, a big shadow was cast in the doorway and heavy footsteps rang out. The shadowy figure was roughly the size and shape of Iron Will, but even bulkier.

“T-That's Bright Future?” Ace whispered, eyes going wide at the sight of his creator.

“I'm just as surprised as you are,” Cover Story admitted, jaw dropping.

As the being stepped out of the shadows, they revealed themselves to be covered in mithril armor, blue mana lines running through it. Bright Future still had his back turned as he went to check on the final pod.

“He's a robot?!” Trixie asked in a hushed voice. “Is anypony here not a robot?!”

“Maybe he put his brain in the robot?” Ace suggested.

“We're not in Dragon Eggs Z,” Twilight asked with a sigh. “There's got to be a logical explanation...”

“I just woke up after over a decade in a pod to meet two Alicorns that weren't there when I went in, found out me and my friend are androids created by crazy secret agents who's base we're inside of, and fought a water controlling mermare, which I didn't even know were a thing. Is him putting his brain in a robot really that far fetched?” the light brown android asked, giving a flat look. Twilight couldn't help noticing his voice sounded a bit tired. And not in a physical sense.

“That's...a valid point...”

“And you've also fought an insane chaos god, a bug queen, me when I turned into a demon, the Sirens, an ancient unicorn king, and Nightmare Moon,” Sunset commented. “Wouldn't be the weirdest thing to happen to us.”

“NIGHTMARE MOON IS REAL?!” both yelled in fright.

“Oh right, you were sleeping when that happened and last you heard she was a pony eating boogiemare...”

The hulking being in front of them spun around at the scream, revealing that instead of a head, he had a glass orb with a single dot of light at the center that illuminated a yellow pony's head floating in liquid. “AH!”

“AHH!” the group collectively screamed.

“AHHH!”

“AHHHH!”

“AHHHHH!”

“AHHHHHH!”

“AHHHHHHHHHHHHHHHHH!” both the heroes and the startled doctor screamed in unison.

Bright Future staggered and fell back against the wall, a light turning on at the bottom of his globe...revealing the head belonged to a yellow sea pony with a black mane and an angler fish lure on his head that was occupying a dome filled with water. He was wearing glasses and operating the robotic suit via a control panel with his fins. The panicked doctor's eyes finally fell on Teddy and Ace. “AH! You've returned from the basement to seek your revenge!” he screamed in terror, producing a remote control from his suit and pressing a big red button on it...

The two cringed...then blinked as nothing happened.

Bright Future blinked...then frantically pressed the button over and over until it shattered. “Why isn't this working?!”

“Failsafe?” Trixie questioned in a flat tone.

“Yes...”

“They're all fried.”

“Oh sea cucumbers...” the sea pony replied, eyes going wide. “Please don't hurt me! I did what your father asked and put your teddy bear in your pod!”

Teddy's eyes went wide. “Dad, wanted me to have my teddy bear?”

“Uh...Excuse me, are you Dr. Bright Future?” Twilight interjected before the sea pony could have a heart attack.

The sea pony blinked, standing his mecha suit up. “Yes, the one and only...And you're Princess Twilight...and Sunset Shimmer...and Starlight Glimmer...and several of my Marionettes...and...” he then blinked, looking at Zecora. “...Sorry, I have no idea who you are...”

“Zecora is my name, and I'm fine I do not have much fame,” the Zebra replied.

Twilight Sparkle cleared her throat. “Yes, it's me. And don't worry, we're not here to hurt you...”

“Oh...And Riptide?! What did you do with her?!”

The Princess of Friendship cocked her head. “Riptide? She's roughed up from fighting us, but nothing serious.”

The sea pony gave a sigh of relief. “Oh thank King Leo...”

At this point, the two sides of the room just stared at one another in awkward silence for a few moments.

“So...anypony else wondering how he built that suit without arms?” Starlight questioned. Everypony nodded.

Trixie finally emerged in full and cleared her throat (or at least made the sound of it). “Father. I believe we need to talk...”

=Lost Odyssey – A Mighty Enemy Appears=

Shining Armor put up a shield against several of Masquerade's magic gears being hurled at him and Spoiled. The Director countered by summoning a series of magic gears around her right hoof, each gear getting progressively smaller until it extended off her hoof into a cone. The gears began spinning at high speed, becoming a drill that she drove into Shining Armor's force-field with surprising force.

Shining grunted as his shield cracked, having to jump back as Masquerade finally punched through the shield and her drill embedded in the metal floor. The white mare allowed her drill spinning to propel her, blindsiding the stallion with a spinning kick and knocking him back when he tried to capitalize. Spoiled Rich gave a leap forwards, trying to kick Masquerade in the head before the Director freed herself, but her attack hit another magic gear that she did a back flip off of.

“I don't want to alarm you, Prince Shining Armor...” said Spoiled Rich, panting and sweating as she landed. Their enemy was untouched, but both of them were showing bruises. “But I'm not as young as I used to be and we haven't hit her once...”

Shining nodded, panting himself. Masquerade methodically approached them, face still like a statue and she didn't even seem winded. Nearby, their side wasn't fairing much better than them. Their 'fortress' was taking damage that needed constant repairs from the party ponies to stay up to keep the agents they had to fight at any one time as few as possible and they were being forced back, now occupying only a fourth of the room. Particularly given Shining and Spoiled were no longer taking down the Elite Agents, even with the Elite Agents that had defected (who were only evenly matched with their opponents). Their saving grace was that they were still keeping the enemy in front of them and able to keep their men in the fight while teleporting away defeated enemies to the 'jail' or Marionette agents retreating once revealed, but injuries would pile up to greatly and they'd run out of the stockpile of mana restoring candies they had sooner or later. And none of that was the real problem. The real problem was their forward momentum had completely stalled and their chances of reaching and destroying the mana engine were fading by the minute.

The former guard captain prepared himself to continue the fight. “I know. Don't worry, she has to run out of tricks sooner or later. We just have to wait for an openning.”

“I would not count on that,” Masquerade replied, holding out her right hoof and dissipating the drill spell. Four large magic gears formed around her foreleg, teeth interlocking to form a solid box. Two more gears formed off in front of her hoof and connected to the top and bottom of the original four before three sets of three gears appeared in a line between them. The three sets of gears all began spinning at high speeds, forming a chainsaw.

Shining Armor blocked a slash from her chainsaw with his shield and Spoiled Rich had to leap back to dodge a counter slash, her suit receiving a gash in it. “...Okay, maybe she won't...”

Masquerade looked up at her opponents. 'You have taken away my side's greatest advantage: our stealth. You dragged us out of the shadows were we held dominion for nearly a thousand years and forced us into the light. Moirai was designed to be the one place in the world we would not need to hide, but that is now a disadvantage. If we are victorious, secret passage ways and other such things will be added to Moirai's design. In this playing field, I am incapable of defeating you in terms of strategy. You have been the leader of Equestria's army and now the Crystal Empire's army while I am the leader of a group of agents trained for solo covert missions. In my element you would be no match for me, but an open battle is a situation a secret agent should never find themselves in. In terms of battle strategy, you are superior to myself and to attempt to beat you at that game is a amateur trying to defeat a grandmaster in their first game of chess. But there is still one viable way for us to defeat you despite our disadvantage: you have few fighters and we have many. Our endurance is far superior to yours. You are able to keep your forces in this fight far better than we can, but eventually you will run out of stamina and the resources you brought with you. By assembling every agent I could manage for one offensive and keeping you occupied so your shield can not be used to block us out while your forces recover as I have: victory by endurance for S.M.I.L.E. is inevitable.' she thought, emotionless even in her own mind and without an ounce of ego.

Shining Armor seemed to realize this factor as well, then had to dodge a slash of her chainsaw that cleaved a new gap in his armor. “We might be in trouble.”

Greta yelled as she was tackled to the ground, slamming through one of the chairs in the room.

“Greta!” yelled Gilda, preparing to dive to assist her, but finding an Elite Agent in her path. “Out of my way!”

“No,” replied the icy blue pegasus stallion in front of her. He manipulated the air currents around him and seemed to lower the temperature to the point his breath was visible. “Why should you care, Miss Gilda?”

The griffon snarled in rage. “Because she's my friend, dweeb!”

The stallion effortlessly dodged her swipes and blows now that he had her in a one on one situation. “And since when did that mean anything to you?” he asked, ducking a blow and punching her in the stomach, leaving a patch of ice. “I seem to remember that your last 'friendship' ended with you leaving that friend in a huff and never coming back.”

“Gilda!” Greta yelled, doing her best to dodge the blows of the red tied agent pinning her down. She saw the leg of the chair she'd been tackled through just out of reach of one of her claws.

Gilda broke the ice off her fur and did her best to dodge as she tried to catch her breath. “You don't know anything!”

“I do know that according to our records, G4T08's original mission ended in quite an interesting glitch,” the Elite Agent replied, blocking a punch and encasing her fist in ice. “She and Rainbow would have parted ways 'friends' (as it were) had we not interfered. How does it feel to know a soulless machine was a better friend than you were?”

Gilda saw red and pounced at him...only to be pummeled by fast blows that formed more ice over her and kicked back.

The Stallion flew forwards and caught her in a bear hug, trying to freeze her completely. “Cool off.”

The griffon tried to headbutt her captor repeatedly but he didn't budge. She began to feel numb as more and more of her body iced up.

Suddenly, a rainbow colored blur flew by, slamming into several agents like high-speed pinball before delivering a flying kick to the face of the icy stallion holding Gilda and catching the griffon. “You alright, Gilda?!”

“R-Rainbow Dash?”

“What?!” asked the agent that had been trying (and mostly succeeding) to beat down Greta, snapping up to see what was happening...giving Greta the opening to grab the broken chair leg and slam it into the side of his head with enough force to send him unconscious to the ground.

Rainbow Dash used a careful wing blade to help Gilda free herself. “You alright?”

Gilda shook herself to get circulation back. “Y-Yeah, thanks Dash...hey, Dash...I don't know if I said it before, but...”

“I heard. That guy was spewing horseapples,” the cyan pegasus replied, giving a smirk. “Yeah, we didn't part ways as best as we could have, but we're friends now. Water under the bridge. And Lightning Dust isn't a 'soulless machine' either. So no need to feel bad there, alright?”

The griffon blinked, then gave a chuckle. “...Alright...” she said, the two shaking hooves.

The Elite Agent suddenly flew up behind them, ice blades on his hooves and ready to strike...then groaned and doubled over in agony as Greta introduced the broken piece of furniture to a very painful area. As he was writhing in pain, she promptly beaned him in the head with it before he could recover, knocking him out cold.

The panting griffon looked to Gilda and Dash. “Don't...forget...about me!”

The trio shared a three way hand/hoofshake and returning to the fray, Rainbow Dash being both fresh and possibly the fastest pegasi alive certainly being a big help.

Daring Do chuckled, walking out of an open door with the rest of the Defense Disabling Team behind her. “She sure loves being the hero, doesn't she?” she asked, then took flight with Gear Shift and began their own assault. “Then again, so do I.”

“Well, I'm not partial to violence, but I suppose this situation calls for it...” Rarity noted, charging in and jumping into the fray with a loud 'HIYA!'

“Um...if you don't mind...I'm going to be the medic and take unconscious agents to the guard to teleport away...if that's okay...” Fluttershy muttered, eeping as she had to quickly fly away to avoid being a target.

“Well, I'm not partial to violence,” the Doctor commented, dodging an agent that charged him. “Though if I must, this han-hoof is still a fighting hoof!” he exclaimed as he raised his right hoof and prepared to defend himself.

“Doctor!”

The Doctor and the agent looked up just in time for Derpy to land flank first on the latter's head, driving him into the ground and knocking him out. “I'm so glad you're okay!”

“Yes, we're all fine and dandy. We had to hand off our captives to some nice ponies performing evacuations, always a splendid idea,” Time Turner replied, giving a smirk. “And I see your posterior is still an effective weapon.”

The mailmare blinked, then looked down at the Agent beneath her. “Oh...sorry...”

“Don't be! Now come on! We've got a fight to win!” he exclaimed, then jumped as Mina, Spike, and anypony else with fire power fired along the edge of the wall while the Stallions were distracted to drive them back enough to get some breathing room.

Masquerade turned to see the incoming reinforcements, her expression unchanging even as the fresh ponies suddenly arriving distracted and forced her stallions to divide their attention from what had been a straight forwards advanced. However, the distraction did give Spoiled Rich an opening to round house kick her in the face and drive her back. She simply got back up without any change in expression or tone. “I see. You had another team inside of Moirai the entire time. It is as I expected, Prince Shining Armor, you are a good strategist.”

The Prince decided not to say he'd only been one of plenty of brains to come up with their plan. “Help drive them back!” he called to the new arrivals...before getting bucked backwards by the Director and having to catch himself.

“Okay, so where are we going now?” Twinkle Shine asked, the group still following Gypsy as Alpha Hoof's division continued evacuation around them.

“It's...complicated...” Gypsy replied, rubbing her forehead like she had a headache.

“...So still can't tell us what you're seeing, huh?” the light-based unicorn replied with a flat look.

“Not so much that as I'm trying to filter through the possible futures to pick the best one...” the seer replied. “...Things are so chaotic right now the paths of fate are a bit messy. What with a massive battle going on. New paths open and close as time passes and we move around, so I'm hoping something clearer comes up.”

The group suddenly paused as some of Alpha Hoof's agents emerged from a room labeled 'Re-Education Chamber' carrying Crescent. The stallion looked like he was in a trance and had barely slept in three days.

“What happened to him?” Lemon Heart asked with wide eyes, still riding her familiar.

“Re-Education...” one of the agents replied, giving a shudder. “The Director puts any pony she doesn't feel are 'being proper cogs' in there to be...adjusted...Not fun, trust me...”

The mares shuddered, watching the stallion be taken away. “How could she do such a thing?” Lemon Hearts asked, shivering. The Angry Baby Lemon born from the mirror climbed up and nuzzled her.

“...Don't blame Masquerade too much for that one...” Gypsy replied, pinning her ears and looking down. “Masquerade has done a lot of horrible things and needs to be stopped...but building that room wasn't one of them. That was her mother's doing...and Masquerade knows the inside of it better than any pony on the planet...”

Dysfunctional family meetings could be awkward with normal families. This was decidedly not a normal family.

Bright Future seemed relatively reasonable (though that may have been because he was outnumbered by a number of powerful ponies, his creations' failsafes were fried, and no agents would be coming to his rescue) and had taken this to a table nearby. The doctor sat on one side in his robotic suit with his creations on the other side. The rest simply stood to the side watching. And watching...and watching...and watching.

“...Well...this is awkward...” Starlight stated with a sigh.

“They're a mad scientist who spends all his time cooped up in here and five androids who are...well, not that good at being open with their feelings to others who aren't androids and have admittedly justified reasons to be clopped off...” Sunset pointed out. “Kind of a recipe for awkward...Sweet Celestia, I hope my reunion with...well, Celestia isn't this awkward...”

Bright Future twiddled his mecha suit's fingers, not looking his creations in the eye while they simply glared back his direction. Cover Story kept trying to say something, but stopped short each time.

“Well, we need to do something fast, our time here will not last,” Zecora replied, still on watch duty.

Without warning, the door burst open and a pair of agents rushed in...then stopped, standing still as statues. Each one had either mithril or the bronze colored metal exposed somewhere on their body and was dripping oil.

“Ugh...” Sunset muttered, teleporting the androids to one of the containment prisons. They simply didn't have the mana to free them all right now, and given they still might be enemy combatants after that, they decided it was safer for everypony to it this way. “Well, at least we know the others are doing well, considering how many of them keep running in here to be repaired and reprogrammed.”

Twilight nodded before looking back to the incredibly awkward situation in front of them. “Maybe we just need an ice breaker to get them talking...” She tapped a hoof to her chin in thought...then carefully removed Teddy's teddy bear from the saddle bag it'd been in for safe keeping (after lots of convincing) and floated it over to him. “Uh...Doctor Bright Future...you said you were the one who put this in Teddy's pod?” she asked, as the blue android reflexively snatched it from her telekinesis.

“Oh, yes, that...” the sea pony replied, giving a nostalgic look. “Well...his 'father' was a retired agent, though from an earlier time when we were far more...noble, shall we say? He was intrusted with G2T-I mean Teddy!” he said with a jump when the blue android glared at him. “With Teddy for the trial and...grew attached. He originally wanted me to sneak you out so he could keep you as his son, but there was nothing I could do...so he settled for me putting your bear in your pod with you so you'd 'sleep soundly'...I felt like it was the least I could do, he was a friend of mine...”

Teddy blinked, looking at his teddy bear. “...Dad...really cared about me?”

Bright Future nodded. “Yes...he only let you go so they'd let him remember you...He's still alive, if you're wondering...Kept asking me if we ever reactivated you whenever he could find some way to...”

Trixie raised her head as Teddy processed that and had a few synthetic tears well up in his eyes. “...So...father...” she stated, noting him cringe when she said it. “...If you were willing to do that for him, you knew we were alive, didn't you?”

The sea pony suddenly turned off the light in his bowl and his angler fish lure went out, plunging the whole bowl into darkness. “Uh...n-no! Not at all! T-This is the first time I've h-heard of it!”

“...Then why did you have a 'shut us off' remote' on you?” Ace asked, narrowing his eyes.

“And why did you expect them to return to take revenge on you?” Lightning Dust asked, matching her brother's expression.

“...” Bright Futures turned his light back on and rubbed his fins nervously as all five were now staring at him. “Okay, I might have...maybe...hypothesized you might develop self-awareness...But I swear I didn't know! I barely ever see you active! Once your AIs are finished growing and I finish programming, I only do maintenance, upgrades, and installing failsafes! I swear by King Leo that's all my interaction with you! I only assumed you might become self-aware because the spam filter I made did once!...Long story.”

“Growing?” Sunset asked, raising an eyebrow. “I've taken programming classes and that's not generally a term applied to it...”

The sea pony nodded as he pointed his fin to a computer nearby while his mecha suit did the same thing. “Well, you see, the base AI needs to be...grown so to speak. So it's placed into a virtual environment and allowed to develop until they're 'old' enough to be put in a body and given proper programming. Think of it like letting an infant grow until they're ready to go to kindergarten...except with time moving at high speeds to the point an entire childhood happens in a few days...”

“So our nursery pretty much?” Lightning Dust asked, raising her eyebrow.

“...In a sense...It's also where you get the Cutie Marks...I found that when a Marionette develops a talent naturally in there, they're less likely to suffer certain...issues later. Sure, I design them for a role, and make them skilled at it...but the Cutie Mark developing in there is an important step...”

Trixie and her fellow Marionettes looked at their Cutie Marks in surprise.

“...So that's why Trixie's Cutie Mark appeared on the Cutie Map, it really is hers!” Twilight commented with a gasp of realization.

Bright Future tapped his shin with a fin. “Interesting idea...Note to self, question what the Cutie Map is later...I actually just finished putting G5T01's AI into her body and was about to get to programming...”

Trixie looked over at the pod containing her youngest sibling. “So she's basically a foal starting her first day of school in there?”

“Yes. More or less.”

“...Sunset, can you please let my baby sister have a traditional education?”

“On it...” Sunset Shimmer replied, getting the drift and heading over...then teleporting away a few more Marionette agents that rushed in for repairs.

“...Look...I...I didn't mean for this to turn out like this...” Bright Future replied, giving a sigh and looking down. He spent several minutes trying to say something before the words finally came. “I...I just felt...important doing this...”

“Important?” Trixie questioned, looking to her creator.

“Like I was a part of their stories...” the sea pony explained, looking to Twilight with envious eyes. “...After all, at least making their villains made me necessary to them...You see...I came to Equestria from Aquastria because, well, ever tried building something electronic underwater?! It just doesn't work!” Bright Future explained, going into hysterics that made Twilight think of Rarity. “So myself and Riptide came to Equestria to request Princess Celestia to give me funding so that I could build a lab and lead Equestria and Aquastria to a new, brighter tomorrow!”

“...This explains so much about Trixie, Iron Will, and the Flim Flam Brothers...” Twilight muttered, watching Bright Future slip into some good old mad scientist hamminess.

“But the Stallions met us first! Masquerade's great grandmother was in charge at the time...” Bright Future continued...then blinked, watching the group stare at him wide eyed. “What?”

“...How old ARE you exactly?” Starlight asked...then turned and teleported away a few more Marionette agents that rushed in.

“75! Same as Riptide!...Long story, involved reversing the polarity of an ancient youth draining crystal during an experiment and temporarily turning it into an 'age draining' crystal on accident,” the doctor announced. “Now, where was I? Oh yes, how we got here! You see, Masquerade the 42nd told me that my abilities would be a huge benefit to Equestria by helping her agency. She also offered me more or less unlimited resources so how could I say no?” Bright Future looked around the lab with a nostalgic smile. “And in those years, I've made all of this! All of this technology and innovation! The Stallions made Moirai, but I made the hardware to keep it going!”

“...And no pony will ever see it?” Trixie asked, a look of realization dawning on her as she thought back to his 'be important' comment. “You're just like Trixie! You can't stand for no pony to know it when you've done something amazing, can you?”

Bright Future blinked, turning to the android with an uncomfortable look. “...Well...the Stallions see it...”

“And use it for kidnappings, brainwashing, enslaving sapient androids, keeping ponies from learning about dangerous monsters roaming the countryside, and enforcing the 'one true fate' as they see it,” Lightning Dust pointed out in a snarky tone.

“...Okay, maybe it's not ideal but...I'm sure they've done some good! I mean it's not like I've been working away in this lab for years for the benefit of all ponykind above and below the sea and helped no pony but a bunch of power crazed, fate-obsessed tyrants, right?” Bright Future asked, then gave a nervous laugh. He then gave a sigh, himself and his suit slumping as he looked down. “...It didn't always used to be this way, you know...they only did the 'secret protectors' thing back when I joined, or at least that's all I saw...yeah, they were so stuck on their rules that they let monsters run rampant and probably performed a number of other illegal activities but...the brainwashing only really started in mass when Mindwipe joined us. Then enforcing fate only started when we got Gypsy...Look, I'm just the scientist! I have no control over what they do with my tech once it leaves my lab! The best I can do is refuse to make weapons! And even then they've made me make two and turned my long range mana transport system into this base's defensive guns!”

“But you would have to know everything in our rulebooks and what activities Agents are required to perform to program me,” Cover Story pointed out, finally speaking up. “Right?”

“...Well...yes...but...”

“...And making the Marionettes only started when they got you, correct?” Twilight asked, narrowing her eyes as she caught on. “...From the sound of it, every new thing they've gotten has just caused them to go more and more mad with power as they pervert it to serve them...And likely will continue to do so the more they get...”

Starlight looked the doctor in the eyes...and felt a twinge of something as the Doctor's frowned with a thoughtful look. “...You had the best of intentions and got so caught up in carrying them out, you forgot to care about what you were actually doing, didn't you?”

“...Well...I wouldn't say that...More...” Bright Future started, getting up and walking his mecha suit over to one of the computers. “...The memories and images I see down here...it's like watching a movie or reading a book...” he explained, pressing a button and displaying a video of Rainbow Dash saving her friends from Lightning Dust's mistake that looked like it'd been recorded from the top of Wonderbolt HQ. “...It...just didn't feel real seeing you all so far away...I felt like I could be a writer putting my creations into that story...It felt like I mattered...like I was helping Equestria by helping you grow...I didn't feel like anypony was getting hurt watching from here...”

“...Father?”

Bright Future cringed, then looked to Trixie. “...Yes...”

The azure android trotted up and looked her creator in the eyes, and did something she'd never done before in her life. She held none of her emotions back. The pain of finding out her memories were false, the pain of realizing she was an android, the pain of finding out she was missing a huge section of her life, and every bit of pain she'd experienced this entire time and had done her best to ignore or bury so they could focus on the mission. Her face fur grew wet. Her siblings all joined her, doing the same thing. Teddy took a few moments to get past his 'tough guy' facade enough to show the pain of missing his friends. Of missing Redheart.

“...Do we look like a movie now?”

Bright Future's stared at them for a few moments, eyes moving slowly from face to face. “...No...”

“...Trixie can appreciate wanting to feel special. She can appreciate wanting to be important...Trixie wants to be those things too...” Trixie explained with utter sincerity. “...But look around you. Look at all you've created! Look at Trixie!” Trixie said, showing the gash on her side from the battle with Riptide. “...Do you honestly think any of this stuff is doing any good sitting down here helping the Stallions and no pony else?! Is it even doing you any good?!”

“...”

Trixie didn't break eye contact with her father. “Answer Trixie!”

“Okay, let's see here...” the Doctor said, standing at an access panel Gear Shift had showed him. After much hacking to get the building's schematics. “Okay...come on...where are you...Ah! There! Derpy! Crash into that, that, that, and that!”

“Alright, Doctor!” Derpy called, giving a salute and crashing following his hoof, slamming hard into various parts of the room flank first and busting through them. Explosions rang out seconds later and water poured out of pipes, a wall of balloons quickly made by Party Favor resulting in it following into the incoming stallions and pushing them back.

“Good show, Derpy!”

Derpy smiled, flying down to him. “So, what did we do?”

The Doctor pointed back to the schematics. “Well you see, when we were back at the defense center, an alarm went off telling us that the main water reservoir for the cooling system has been depleted. What you just broke were the pipes leading from the reserve tanks. With that draining out, the mana engine should begin overheating soon enough.”

“And that's good?” the wall-eyed mailmare asked.

“Indeed! Once it goes, this whole place comes crashing down if I am correct! However, we still have to survive that long which makes it far from ideal...”

The group of heroes was still fighting, the fresh reinforcements and incoming water helping, but they'd only managed to force the Agents back a little bit. Enough to give them more some breathing room, but not enough to make any headway. At this rate, they'd still run out of stamina long before the Stallions ran out of men or the mana engine gave out, even with Fluttershy acting as a medic and Bon Bon's candies (which they'd inevitably run out of, even with three days worth).

=Lost Odyssey – A Mighty Enemy Appears=

Masquerade jumped at Shining Armor and Spoiled Rich, a pair of large swords composed of her magic gears (five large, spinning gears composing the blades) held in her telekinesis. She spun in midair, doing a spinning slash into Shining's shield and breaking through. As she fell, she kicked out, bucking both in the chest and knocking them back. The two just barely dodged a pair of follow up slashes.

The mare was sweating at this point, but still wasn't breathing heavily or showing any visible signs of injury of fatigue.

“Well...I see why she's the leader of the Stallions...” Shining Armor panted, armor full of cuts and dents and having a few more bruises of his own to show for it.

“...She better show it, given she was raised to take the position,” Spoiled Rich replied, in much the same condition and barely having a suit left.

Shining Armor raised an eyebrow. “Raised?”

“...She's Masquerade the 45th, remember?...To say how I raised Diamond was similar to them is like saying a fire is similar to a volcano...” the middle aged mare explained, preparing for Maquerade's next attack.

“You are the only two ponies I have ever fought who could keep up with me for this long,” Masquerade said, her voice and face still not betraying any emotion. She formed a line of interlocking magic gears, then had four larger ones combined onto the tip to form a war hammer. “I wonder if I am impressed. Then again, I would not know if I was.”

The mare jumped up, preparing to bring her war hammer down on Shining Armor's shield...only for a red and yellow blur to slam into her and knock her back.

=Dragonforce – Cry of the Brave=

“Sorry I'm late! We had a lot of work to do outside!” Spitfire said, landing next to the two in a super hero landing. Her suit was torn and ripped to reveal bruises and she was panting, but still on her feet. “We cleared out the ones still outside and locked them up in those cages you put up...then had to find a detour to get in here, the door was sealed shut tight.”

Shining Armor blushed a bit. “Yeah, that last part was my bad...”

“No, it was smart. Just inconvenient for us.”

“Oh yeah! The Wonderbolts are here!” Rainbow Dash exclaimed, smiling wide as she, Gilda, Greta, and Gear Shift panted, still fighting their hardest and sporting their share of bruises.

“Watch your back!” Soarin' (uniform likewise damaged and his body bruised) shouted as he flew in and drop kicked an agent that tried to attack Rainbow Dash from behind.

“Got your letter, rookie!” Surprise called (in the same condition as her teammates), attacking an opponent of her own. “Sorry we're late! Had a big party outside!”

“You kidding?! I'm just glad you could make it!” Rainbow Dash called back, the pegasus seeming to get a second wind and picking up her pace as the other tired and battered, but still combat capable Wonderbolts zoomed in and joined the fight.

Masquerade got back to her hooves, glasses thrown off to reveal her doll-like eyes but little else changing. “Miss Spitfire. We had a mole within your organization. How is it you are here without them stopping you?”

“Little birdie told me,” Spitfire snarked back, taking a fighting stance. “Let me guess, big bad?”

“Big bad,” Shining Armor replied with a nod. “And a tough one.”

“I will have to pluck its feathers later then,” Masquerade replied. Her emotionless visage did not break, she merely summoned four of her gear swords and put another magic gear chainsaw around her right hoof. She charged, slashing and kicking at the three ponies.

Spitfire dodged a slash, then weaved through her attacks and slammed into her back, but was forced to retreat from a counter slash. The Director blocked a jump kick from Spoiled and knocked her away with a counter kick, forcing her to catch herself and backflip to avoid followup slashes from her gear swords. Shining Armor took advantage and blasted the unicorn in the back with his shield spell, but she managed to stay standing and cut another deep gash in his armor with her chainsaw. She then did a backflip kick, driving Spitfire to the ground as them are tried to attack her from behind.

“I don't know what I'm looking at...” said Sunset, watching G5T01 look at Twilight wings with child-like wonder. The android had the eyes of a crystal pony, her fur was a darker tone similar to Starlight's, and she had a light arctic blue mane. Her Cutie Mark was a golden staff ending with two wings and two serpents wrapped around it. Bright Future watched from nearby, unable to help chuckling. Starlight, meanwhile, was on 'teleport away any Marionette agents that rushed into the lab' duty.

“I can't believe you made a robotic Radiant Hope!...Why did you make a robotic Radiant Hope?!” Twilight exclaimed, then jumped as the robot poked her wings. When she turned to look at said robotic Radiant, the android booped her nose.

“Project Siege called for an attempt to resurrect Sombra,” Bright Future replied, looking at the newly activated robot in amusement. “Gypsy was the one that suggested G5T01 be modeled after Radiant Hope...something about 'it'd only be problematic if the real Radiant Hope somehow showed up in the middle of it.' Which I guess makes sense. After all, how could Radiant Hope still be alive after a thousand years?”

“ACHOO!”

“Bless you, Radiant,” said the small fairy-like creature composed of smoke and shadow next to her in their eldritch location.

“Thank you, Ira.”

“She's the first Crystal Pony android, one of G5's innovations...” Bright Future continued.

“You're pretty...” said Mecha Radiant, giving a cheery, child-like smile as she looked at Twilight.

“Uh...thanks...” Twilight replied, blushing a little bit.

“Oh! You're hurt!” the robot exclaimed, looking at the Alicorn's wound from fighting Riptide. “I'll help!” the little android put her horn to her wound and fired off a spell, healing it instantly.

Twilight gave a small smile. “...Thank you, Radiant...Wait, she can do that?!”

“And why is she acting like a little kid?” Sunset questioned.

“Simple: she's Radiant Hope's doppelganger and you canceled her programming. She still has her healing abilities needed for her role, but she might as well be a kindergartener on their first day of school...” Bright Future replied as Twilight manifested some building blocks for the newborn android to play with. “Admittedly, this is more amusing than I expected. Also why she's active rather than having a chat with her siblings like the others. She's got a base personality and foundation, but no memories or life experiences. So she doesn't know anything else to be surprised by finding out she's an android.”

Sunset giggled at the android's antics. “Probably for the best, at least she gets to grow up...maybe we should get her a foal body though...”

“...Perhaps...”

Sunset then looked nearby where Trixie, Lightning Dust, Cover Story, Teddy, and Ace were all sitting next to each other with cables plugged into the jack in each of their heads. Besides that, they simply looked to be asleep. Bright Future had opened the others' chambers to fry their failsafes, saving them the trouble of drilling a hole in the chambers like with Teddy and Ace. “So, how long have they been in there?”

Bright Future's walked his mecha body over and checked the computer connected to the pods and now to the five androids. “From their perspective, three hours.”

Sunset's eyes widened. “Wow, it's only been like 10 minutes out here.”

“This is the same supercomputer I use to program them. It has to compress time into a reasonable length just to make programming their memories possible. In there things move at the speed of code!” the sea pony scientist explained, slipping back into his mad scientist voice. “By that I mean by the processing speed of the supercomputer. If we really wanted to, I could speed it up to compress a year into an hour, but given the heat sink is currently dry, that'd be a horrible mistake...trust me, I've done that. It never ends well.”

As they'd discussed what to do next, the question of how to get the other Marionettes in proper condition to be moved (or assist in the battle if they desired) had proved a difficult one. After all, it wasn't exactly the easiest situation to explain, and if they lied only for them to find out the hard way while moving, it would be a thousand times more traumatic in the worst possible situation. Even with teleporting, there was a simple problem: teleporting them anywhere would leave them alone and either in status with no one keeping an eye on them or roaming the countryside/Ponyville/ect. with no idea what was going on. Then they realized a very simple solution: the Marionettes were AIs and they had a supercomputer capable of putting them in a digital world where they could control how fast time was moving with ease.

“I wish we'd had this helping Teddy and Ace, would've saved us about an hour so of explaining this to them in real time,” Sunset commented.

Twilight nodded. “It is useful though...we don't have three hours and they've got a lot to talk about before they're ready to go anywhere.”

The Marionettes were currently sitting in a cynic cottage in a soothing forest setting...next to a minotaur maze...and a fancy Canterlot castle...and several other things. To say finding a controlled, calming location that worked for all of them was complicated was a massive understatement.

“Alright,” Trixie said. The azure android and company stood in front of their brethren after a series of long conversations covering what was now old ground to her, Lightning Dust, and Cover Story (all three of which had 'admin privileges,' which she'd had to use a surprising number of times) with breaks to take it all in. Ace and Teddy had gotten the short version before (short being an hour long), but now they were able to get the long version, which they needed more than they'd admit. The previously unseen Trail Cutter was a Big Macintosh-sized green furred Earth Pony stallion with a red mane and tail, his Cutie Mark a dove. He simply sat in the back, watching with a face that Maud Pie would likely fully understand. His subconscious had apparently picked the cottage local. “So we covered 'you all have souls because you can all feel,' right?”

The other androids nodded.

“Yeah, I'm kind of okay with this,” Suri Polomare remarked. “...I like being immortal, m'kay? And this all means at least I have a way to get unblack-listed from the fashion industry!...I really do want to be a fashionista...That's me...”

“Iron Will doesn't care either. Iron Will is Iron Will no matter what he is!” Iron Will exclaimed in his normal dynamic way, flexing. “...Though it admittedly does confuse Iron Will that he's capable of flexing.”

“And we also covered that you can still push yourself regardless of being mechanical?” Lightning Dust asked. “Everydroid's got that?”

The other Marionettes nodded.

“And that just because we were all built to be bad guys it's our choice what we do now?” the turquoise android asked.

Her brethren nodded.

“And that we're working on letting us play sports and even if we can't, we've got other stuff we can do?” Ace asked.

The others nodded.

The light brown android trotted up and held out his hoof to the sports trio. “First all robot sports team sounds like a good idea to me, what about you?” After a moment of consideration, the trio all nodded and returned his high hoof. During the time they'd been in here, he'd had Trixie manifest a game court and played some sports with them to break the ice.

“Okay, now that that's all covered, we can continue about what happens next,” Trixie began, trying to act as authoritative as she could. She resisted the massive temptation to turn herself into an Alicorn with her admin privileges. “As Trixie explained; upstairs in the real world, a huge battle is currently happening to free us from our enslavement by the Stallions in Black. Now, Trixie knows not all of you are fighters...”

“That is an understatement,” Svengallop muttered, still trying to maintain his high and mighty mentality.

Flim tapped his chin. “Well...we are in a super advanced laboratory with plenty of raw resources and apparently our creator is a super genius...brother of mine, are you thinking what I'm thinking?”

Flam smirked in return. “I do believe so, brother.” He then turned back to Trixie. “We might have an idea for those of us who are not combat capable on their own to allow us to fight while being relatively safe...if our dear creator will help.”

Trixie nodded. “Sounds good, we have plenty of time to make up blueprints in here...Trixie will not force any of you to fight...but if you want to, she is certain our allies on the surface will be glad to have any...and I'm sure all of you desire to be free...”

Everydroid nodded.

“Any other questions?”

“Yes, will I be paid for this?” Well-To-Do asked, raising a hand.

Trixie gave him a flat look. “...You can be free so you can make money.”

The minotaur android tapped his chin. “Hmm...that's a hard bargain...”

The azure android facehoofed and looked to Lightning Dust. “Make sure to remind Trixie to have Twilight get every 'ethical business' book she has ready when we get back,” she whispered, the turquoise android nodding in agreement.

“Okay, I have a question,” Jet Set asked, glaring. “Why are you the leader?”

Trixie chuckled, looking back. “Because the One and Only Trixie is the oldest!...And has more experience in the past week with being an android than the rest of you, so she believes she's qualified.”

Cover Story nodded. “Trixie has matured a lot since this started, and she genuinely cares about all of you. She even helped fight all the way here just so she could save you, isn't that worth some respect?” He was tempted to point out he had Trixie completely beat in the fighting experience department...but he wasn't a leader and Trixie had him beat in leadership credentials at this point.

“That and she's best friends with a Princess,” Lightning Dust pointed out, knowing enough about 'pecking order' to know how suck ups work. Namely, there were suck ups at Wonderbolt Academy...none of which stayed suck ups for long.

“...Point taken...” the upper class android replied, though Trixie was uncertain if he agreed or 'Princess says so' was in effect.

Upper Crust nudged him. “...That said...we do have friends back in Canterlot we want to get back to...so maybe we can help if those two have a way to do so without getting our hooves too dirty...”

Trixie didn't question it, she knew first hoof how big of an ego crusher finding out you were a robot could be...that and no longer having 'BE JERKS!' screaming over and over in your head. “That's the spirit!”

“Also...do we have to consider ourselves siblings?” Jet Set asked with a disgusted look. “Because Upper Crust and I are married...and we like being married.”

The azure android smiled as the two shared a nuzzle. “No, you don't. We have no biological relation to begin with, it's just how Trixie chooses to see it...”

“Except us, seeing as we're twins,” Flam pointed out next to his brother.

“Okay...well, if it's what Upper Crust wants, I suppose I'll help how I can...” Jet Set replied.

Trail Cutter stood up, towering over his fellows and looked over the group. “I have a question,” he stated in a manner like he was still figuring out the tones to express emotions.

“Yes, Trail Cutter?” the azure android, looking up at her 'little brother'.

“If I help fight and free us, will I be able to watch birds?” the big android asked, face as unreadable as Maud Pie's.

Trixie blinked. “...Yes...”

“Then I will help fight...I like birds...”

According to Bright Future, Trail Cutter's programming consisted of 'you like nature and are a survivalist' due to his role having been canceled. That said, being a survivalist also meant he packed one big wallop, which they'd need.

Trixie nodded...then produced a dove using her 'admin privileges' and let it land on the huge android's hoof.

“Hello bird...” he said, giving a small smile as the bird tweeted to him.

“Any other questions?” Trixie asked, turning back to the rest of her kind.

“...So, Rarity's out there, right?” Suri questioned, the mare looking down.

“Yes...Why?”

“...We never really met before Manehattan, did we?” Her ears wilted.

Trixie shook her head. “Trixie is afraid not...but this means she's meeting YOU for the first time without those pesky failsafes, does it not?”

The pink android blinked. “I...I guess so...”

Trixie gave her younger sister a smile. “Then make a good first impression. First impressions ARE everything in the fashion industry, aren't they?”

Suri blinked...then slowly smiled. “Yeah...they are...M'kay...”

“Enough dilly dallying! Iron Will wants to get out there and kick. Some. FLANK!” Iron Will announced in his normal fashion...then became somber. “...So he can get back to Mrs. Will and Jr...”

Teddy blinked, looking up to the minotaur android. “You want to get back to your wife?”

“Yes! We met after I left Ponyville and got married a few months after that. Her name is Indomitable Will! She is the strongest willed Minotaur I've ever met! But she's also really kind, loving! Everything anyone could ask for in a wife! Nothing will get between me and her! Nothing!”

“What was her maiden name?” the 'younger' android asked.

“Indomitable Warrior!”

“Oh. That's the most awesome name I've ever heard...I kinda want to get back to my fillyfriend...I haven't seen her in a long time because these jerks locked me in their basement!” Teddy explained, kicking a digital tree with enough force to rattle it.

Iron Will blinked...then smiled. “Really? What's she like, little guy?”

“Her name's Redheart...” Teddy explained. “She went by Sweetheart, but she changed it because one of her cousins had the same name and it got all confusing...She's the nicest girl I ever met...she always had faith in me, even when no pony else did...sometimes even me...”

The minotaur android kneeled down and put a big hand on his 'big brother's' shoulder. “Iron Will understands! Don't worry, Iron Will will make sure you get back to your special somepony!”

“Really?”

“Yeah! Because when push comes to shove, let nothing keep you from your love!” Iron Will yelled bombastically to the point Teddy cringed from the volume. “Well, you know, except for them firmly saying 'no.' You've got to respect their boundaries and no one likes a stalker.”

“Alright, everyandroid!” Trixie announced, giving her normal smirk. “Let's plan this out and get on the same page!”

Five minutes (in the real world) later, Trixie blinked back in her body. “Alright! Wake them up!”

Lightning Dust woke back up and shook her head to clear it. “That was weird. How long were we in there?”

“About twenty minutes our time, close to six hours your time,” Sunset replied as she watched Jet Set carefully help Uppercrust out of her pod.

“Geeze...So does that mean that we can think like thirty times faster than normal or something?”

“No, it's because the supercomputer is that fast, not because of your internal computer,” replied Bright Future, continuing to activate the other Marionettes.

When Trail Cutter emerged from his pod, he looked around. “...I lost my bird...”

Trixie smiled and produced a real dove from her hat and let it fly to him.

“Oh. Hello, bird.”

The azure android then looked to her father. “And father?”

Bright Future blinked, activating Well-To-Do. “Um...yes, Trixie?”

“...Can you do something for Trixie?”

The battle for Moirai was now far more even, with the attackers having managed to force their way (and their fortress) halfway into the room and taken down a good number of agents. Not only were the bolts a bit fresher than the rest of the attackers, they were also soldiers rather than just a rag tag bunch of misfits that needed to rely on strategies to team work to combat the Stallions. However, the attackers just couldn't seem to turn the tide all the way in their favor...and there were still far more agents than attackers.

=Lost Odyssey – A Mighty Enemy Appears=

Masquerade clashed one of her gear swords with Spitfire's wingblade, currently using a line of magic gears going across her back connected to two larger, rapidly spinning ones as a make shift gyro pack to stay in the air. The mare had finally taken a good bit of damage (as had her opponents), but showed none of it in her actions or expression. After kicking the Wonderbolt captain back, she used a giant magic gear to shield herself from a number of super compressed shield spheres...before Spoiled Rich jumped off several shield platforms Shining Armor set up for her and delivered a flying side kick to her stomach that broke her concentration enough for her gear pack to fall apart.

Every Wonderbolt had their signature tricks, it was simply the nature of the game (and naturally everypony knew what one of Rainbow's would be one day). In Spitfire's case, hers involved a pair of hidden pieces of flint hidden in the hind legs of her suit and the same weather magic used to make the Bolts' signature lightning trail's. She struck the pieces together several times until the lightning clouds she left behind her ignited into a flame trail as she dived down at Masquerade. “Time to show you why I'm called Spitfire!” the mare said, giving the Director a flaming, frontflip ax kick that she just barely managed to block with her forelegs. The impact still caused a small explosion and launched her harshly into the ground below.

As Masquerade started getting up, Shining Armor formed a condensed shield sphere above her head and slammed it down on her with as much force as he believed the mare could take.

When the smoke cleared, Masquerade just got right back up, showing no sign of pain or fatigue on her face other than her sweat. Her now tattered and burned sleeves revealed metal braces lined with hydraulics beneath.

“Why won't you just stay down?!” Spitfire asked in disbelief, panting heavily and knowing the Bolts would probably have to cancel a gig or two to recover from this.

“Because,” Masquerade replied, emotionless eyes turning to the Wonderbolt leader as she climbed out of the crater. “S.M.I.L.E. is literally my reason to exist.”

Suddenly, the floor launched up and spun around, throwing all three combatants around as a giant magic gear manifested. The Director summoned her gear chainsaw and prepared to strike...when suddenly the wall nearby exploded in a series of multicolored fireworks blasts.

=Megaman Cartoon Opening (Instrumental)=

Trixie trotted through the smoke, wearing her cape over her so that it hid most of her body and looking out from under her hat with a smirk. Twilight, Sunset Shimmer, Starlight Glimmer, Lightning Dust, Cover Story and Zecora stepped up, standing next to her with determined looks. Bright Future and Riptide came up behind her, the former bandaged up and riding a wave of water with her tail protectively curled around mecha suit wearing scientist. Finally, the other Marionettes emerged from the smoke. Iron Will and Teddy both were wearing what looked like steel armor, the sports trio and Ace wielded an arsenal of sports equipment the mages had manifested for them, Trail Cutter stood overlooking everything with a stoic expression next to Well-To-Do, and the Flim Flam Brothers, Jet Set, Upper Crust, Suri Polomare, and Svengallop rode on what looked like the Super Speedy Cider Squeezy 6,000 but had clearly undergone a massive overhaul that included panels for the other four androids to man behind the brothers. The battle stopped as everypony turned to look to them.

To be continued...

Author's Note

Okay, about the big reveal with what would have happened had Trixie never had her failsafes fried and what the Stallions had planned:

As with her being a robot, I have heavily foreshadowed it throughout. Can anyone spot the foreshadowing for it?

As with Teddy and Ace, I decided to put the 'covering old ground' stuff to the entire group of Marionettes offscreen because it's the same thing you heard twice now over...and over...and over again.

The Puppeteer Part 4- Final Battle

Author's Note

Splitting this into the actual fight and immediate aftermath and the epilogue showing what all happens after this.

The Puppeteer Part 4- Final Battle

Chrysalis' infiltrator stood in the now abandoned monster containment room, looking into the cage that had once housed Thorax. Reluctantly, he produced his crystal ball and contacted his queen. “Your Majesty. I decided to check to see if the traitor was still present to finish him off in the distraction...However, he has...unfortunately escaped...”

The Queen of the Changelings glared daggers at him, snarling in rage and causing her minion to cower in terror. “That little grub...one day he will learn proper respect for the hive!...Fail me again by getting caught, and don't bother coming back at all!”

“...Understood my queen...”

Twilight's eyes went wide as she stared down the barrel of Marshmallow's head cannon, having charged all the remaining power in her system into one final shot at pointblank.

“Twilight!”

Suddenly, a glimmering turquoise aura formed around Marshmallow's head right as the blast was let loose. While the shield cracked, it managed to contain the blast, causing the android to be engulfed by it.

=Never Meant to Belong To – Bleach OST=

Marshmallow stared out at Bright Future and Masquerade's mother. The only difference between the two Masquerades was the Cutie Mark. Masquerade the 44th had a puppeteer's cross instead of her daughter's gears. The android couldn't move or speak. But that didn't bother her. The fact she was just bare metal and under a scary machine didn't bother her. Everything was happy happy happy.

“So, it is finished then?” asked Masquerade Sr., looking to the Sea Pony inside his more primitive looking mecha suit, which was hooked up to the machinery by cables for power.

The stallion sighed. He looked...sad? Miss Marshmallow couldn't remember ever being sad to know. “Yes...I had to use the proto-mana engine I developed to power all of those weapons...Way too much power and too expensive for mass production, not to mention the heating problem is ten times worse than the mana compressors, I'll work on fixing that for the final product. Just so you know, with all those weapons active, I couldn't cover the engine up or it'd overheat too bad to work at all.”

“And the computer?”

“...The Marionette was purposefully designed with a very simple processor...”

“Good. With that, she will be able to carry out any order without hesitation.”

“In other words, you don't want her to think too hard about all the damage she's going to cause,” Bright Future spat. He sounded...angry? Marshmallow thought that's what it was.

“If the Marionettes can think at all. We do what we must, doctor.”

“Yes, if they can...Being able to 'think' about it is what drove the other prototypes insane. I had to remove so many functions just to...Regardless, it means she needs ponies to imprint on to take orders from.”

“Like a child?”

“Exactly...she's like a child, and can't ever go beyond that...Now, what about your end of the deal?”

The Director nodded. “Yes.”

“Thank King Leo...never do that again or I swear on Neptune's beard...”

“My apologies, but it was necessary for your cooperation,” the emotionless mare replied.

“Not like I could make more like her anyway...So, where's she going? A battlefield somewhere?”

“That is none of your concern, doctor.”

“Future Director,” said Masquerade Sr., leading Marshmallow up to the miniature, blank flank version of herself.

“Hello, moth-” the little filly's mother raised a bell in her telekinesis. “I mean, Director.”

“This is Miss Marshmallow,” explained the elder mare, pointing to the Marionette. “The following information is top secret: she is a Marionette designed to be your personal bodyguard and maid.”

“Really? That's-” Masquerade Jr. started, showing a bit of excitement...until her mother rung the bell, at which point she cringed sharply. The filly quickly adopted an emotionless expression. “That is great, Director.”

Marshmallow looked down at the child with her grin plastered on her face. “Hello! I am glad to meet you!”

“Likewise.”

“Miss Marshmallow, your mission is to serve the Future Director and defend her. Only disregard her commands or safety is if it contradicts my own.”

Marshmallow nodded. “Okay, Director!”

Marshmallow stood with Masquerade Sr. and a few other agents, watching Masquerade Jr. in a training room. The young filly stood in the middle of a ring of targets. As each came up, she spun around quickly and blew one of the targets to bits. Several targets began moving towards her, which she met with a spinning kick or an expertly placed punch. This continued,the targets coming faster and faster. Whenever she missed one, her mother lowered her glasses and gave her a glare.

A much younger Spoiled lacking her crooked nose shuddered at the sight.

“Is something wrong, Agent Spoiled Milk?” Masquerade Sr. asked, looking at her out of the corner of her eye.

“Oh...nothing, Director...Just seeing a child so young being trained to be an agent like this...”

“We do what we must, Agent. She is going to be the future leader of S.M.I.L.E., I will not let her be a weak link. After all, all it takes is one weak link to destroy a dynasty. Besides, my mother did the exact same to me.”

As Masquerade Jr. finished, her mother trotted over. “You missed three targets. That means three hours in the re-education chamber.”

“Yes, Director,” the filly replied without any emotion. Miss Marshmallow handed her a towel to wipe her brow with. “Thank you, Miss Marshmallow.”

“You're welcome!” the maid chimed in. As everypony but the two of them left, Marshmallow gave a look to the filly but didn't lose her grin. “Future Director?!”

“Yes?”

“Two weeks ago, the re-education chamber frightened you! It no longer does! Why?”

The little filly paused, looking uncertain. “...I just forgot how to be afraid...”

The android made felt a lot less happy than normal. “Oh...Okay!”

Masquerade Jr. noticed a spider crawling on the ground past her hoof. Without blinking, the foal lifted it up in her telekinesis and ripped each of its legs off one by one before dropping it and crushing it under her hoof.

“Why did you do that, Future Director?” asked the android made, still as happy as ever.

“To see if I felt anything. I remember feeling bad when I accidentally stepped on one of them,” Masquerade Jr. replied, looking around...and daring to show a bit of sadness. “...But I...forgot how to feel bad about it...”

“Oh...I think I understand!”

“...You do?”

Marshmallow nodded, then looked slightly less happy. “I know other ponies feel sad, but I can't! I know other ponies feel guilty, but I can't! I know other ponies feel lots of things, but I can only feel happy!”

“I...I guess that's similar...I'm forgetting how to feel happy...”

“Since I'm always happy, maybe if you forget, I can be happy for you?!”

Masquerade looked up at her and gave small, fading smile. “That would be...nice...”

Marshmallow gave a halfhearted, garbled chuckle. 'Looks like no pony will be able to be happy for you anymore. Director...Masquerade, I lost, I'm sorry...Huh...Is this what it's like to feel sad?'

“Goodbye, Director!” the robotic body guard called as her own blast completely destroyed her.

Twilight watched the field disappear and the few, scorched pieces of circuits and chips that remained fell to the ground. A single light on one flickered before going dead and exploding with a spark and a pop.

“Twilight!” Starlight called, galloping up. “Are you okay?!”

The lavender Alicorn shook herself out of her stunned state and looked to the newly arriving mare. “Y-Yeah, thanks to you...”

Lyra, Bon Bon, Applejack, Rainbow Dash, Fluttershy, Pinkie Pie, and Trail Cutter all galloped up and skidded to a stop, having been close behind Starlight.

“Sorry we're late, we had to go check on Applejack and the others,” Bon Bon explained, panting slightly from the run. “We beat Mindwipe, but he got away...”

“And we tanned Longhorn and his squad's hides,” Applejack replied with a smirk. She then looked around what used to be a room with wide eyes. “What happened here?! It looks like that time the Crusaders tried bein' Cutie Mark Crusaders fireworks technicians!...Okay, not quite that bad, but close.”

“It turned out Masquerade's maid was a Marionette...packed with weapons...who we had to blow up the body of to beat her because she just wouldn't listen no matter what we tried...” Sunset explained, not really knowing how to put it into words.

The group was silent for a few moments.

“Well...you saved her computer, right?” Rainbow Dash asked, giving a nervous chuckle.

“We DID,” Twilight replied, floating up the burned computer bits. “But then she tried to kill me with what she had left and when Starlight contained the blast, it backfired on her...”

Starlight's face paled. “I...I didn't know! I t-thought that was just some defense system or something!” she replied, frantically. “I didn't mean to kill anyone!”

“I know, Starlight,” the Princess of Friendship replied, collecting the bits and putting them into a bubble she teleported somewhere safe. She gave a sad sigh. “Just...she sounded like a foal that didn't realize what she was doing was wrong! She didn't choose to be built for this...”

Applejack simply held her hat over her heart while Pinkie's mane went flat.

Rainbow Dash went pale. They were supposed to save everypony, baddies included, weren't they? That's what was supposed to happen! Yeah, Sombra blew up but...the Crystal Ponies had pulled the trigger.

Trail Cutter kneeled and touched a piece of mithril that had used to be Miss Marshmallow. “Is it strange that I feel an unpleasant sensation where my heart would be if I had one?”

Fluttershy pinned her ears and put a hoof on his shoulder. “No, that just means you have what makes a heart worth while. We all feel that way...”

Trixie stared at the monitor in shock as her friends seemed to take a moment of silence for the destroyed Marionette. She'd hoped they could save all of them... “...I'm sorry...”

Masquerade continued looking at the screen, her head turned such that Trixie couldn't see her exposed eye under her helmet. “Why?” the Director asked, voice unchanging.

The azure android's remaining eye went wide. “W-What? Your friend just exploded!”

“I saw.”

“She DIED for you! You really don't feel ANYTHING?!”

Masquerade turned her head and looked to her, dead eye staring out of the Puppeteer's broken visor unchanging. “I would not know if I did. Mother did not allow me to have attachments, remember?”

Trixie felt cold. She'd known Masquerade was emotionless, but even her only friend dying?

“...Now I'm sorry for you...” was Trixie's reply.

=It Has to Be This Way – Metal Gear Rising Revengance=

Masquerade didn't give her time to say anything else, instead suddenly breaking the pause by lunging forwards and pinning Trixie's front legs against the walls with her own. “Thank you. Now goodbye.”

The mecha alicorn's eyes went wide as the Puppeteer's chest plate sprung open and the eclipse-like corona began to form behind her.

Trixie did the logical thing and tried to teleport, but Masquerade pressed their horns together and used some kind of spell to cancel her own. The mecha Alicorn squirmed and struggled, but even with Earth Pony level strength the Puppeteer was far heavier than she was and even stronger. Her life flashed before her eye and optic as she watched the power build up to blow her to oblivion. 'Come on, Trixie! Think of something! There has to be something you can do!' she screamed in her head.

Her remaining eye and optic darted around the room, looking for anything she might be able to use. Finding nothing, her mind ran through everything she could think of as she felt the entire Puppeteer beginning to heat up...heat up.

Trixie remembered what Gypsy had said when she saw her in the camera: Look for the blue glow...

Something beneath the opening in the armor glowed a bright blue and mist came off of it right as the power reached its maximum and a gigantic beam of golden energy erupted out of the mana engine the filled the entire hallway.

Then she remembered the Puppeteer was a Generation 5.

Trixie reared her still free hind legs back and kicked into the spot were the blue glow had come with all her might. The force dented the armor inward a slight bit. Masquerade seemed to think Trixie was trying to kick her off and merely dug her hind legs in. The mecha alicorn delivered a second kick, denting it in further but not stopping the incoming beam of destruction.

The azure android noticed the blue glow begin, signaling she only had a little time left. Her eyes went to one of the monitors, hoping for another clue of what she was supposed to do. Instead, she saw her fellow Marionettes, battling their hardest to liberate their kind against the stallions. Everypony fighting with all they got while the Stallions did the same, injuries mounting on both sides. She remembered what Masquerade would do if she won here. That she'd go back to the battle and attack her friends and fellow Marionettes. Trixie looked back at the blue glow with a defiant glare. “Trixie's story-”

Her blue optic and the exposed mana lines glowed brightly. She kicked out with as much power as she could manage, leaving a deep dent in the Puppeteer's armor and earning a loud shattering noise. Blue shards flew out of the exposed chest cavity and began spreading ice over what they fell on.

“-WILL NOT END HERE!”

Masquerade staggered backwards, sparks coming from the damaged component.

“WARNING! COOLING UNIT HAS BEEN DESTROYED! ECLIPSE CANNON SHUTTING DOWN TO PROTECT PILOT!”

Masquerade looked back as the eclipse-like corona dissipated and the chest panel sealed back up. “You realized the cooling unit supercharged when I used the Eclipse Cannon to compensate for the excess heat.”

Trixie bit her tongue to avoid mentioning now she was the only one of the two with a cooling unit. “Trixie is smarter than you think!” she shouted as she flew forwards while her magic surge was still happening. She slammed straight into the Puppeteer's chest and flew up into the ceiling before pulling back and slamming the Director into the floor with enough force to crack it.

“Well...looks like Masquerade still had a lot of fight left in her...” Sunset remarked with wide eyes as the group looked around what was left of the Director's office.

“Trixie must be in trouble!” Twilight called, looking around the room frantically.

Trail Cutter kneeled and looked over the room with an analytic eye. “Trixie and Masquerade were fighting, this was not one sided...” he replied. “There is not enough oil for her having been destroyed...”

“...Well, he was programmed to be a survivalist,” Sunset pointed out.

“Okay, so Trixie and Masquerade are fighting! We need to find her!” Twilight interjected, still searching the room for clues frantically.

“We could just follow the path of destruction...” Starlight suggested, still shaking a little at what had happened with Marshmallow.

“She is correct,” Trail Cutter replied bluntly.

As they went to do so, however, the entire base shook.

Deep in the core of Moirai, a massive mana engine sat. Pumping energy to the entire base like a gigantic heart.

With its cooling system destroyed, it had began to grow so hot that the metal casing around it had started melting. Wires connected to it began to melt and snap, cutting off power to various areas.

The engines below Moirai keeping the massive structure afloat began to flicker off as the wires running to them burned away. The floating fortress began to fall. But not straight down.

Twilight planted her hooves as the room began shifting. “Moirai is falling!...Oh no!”

Rainbow Dash blinked as everypony tried to keep themselves stable. “I thought that was what we wanted to happen!”

“Not like this! We wanted it to fall straight down! It's tilting!” the lavender Alicorn replied with wide eyes. “If Moirai crashes down on its side, everypony still inside could get hurt or worse!”

“What's happening?!” Trixie asked as she'd prepared to press her advantage only for the room to begin shifting.

“The mana engine appears to be overheating. It will likely explode any minute,” Masquerade replied, trying to slash Trixie with her sword despite still being on the ground.

There were a few moments of silence as that sentence sunk in.

“And you don't have a failsafe for if that happens?!” Trixie asked...then noticed a big red button behind glass nearby labeled 'In Case of Mana Engine Overheating Break Glass.' Here, in the first place the heroes had taken. She just gave a sigh. “...Of course...”

The mana engine's casing finally gave way, letting tongues of chaotic red energy to burst out. With a loud boom, the engine exploded violently with enough force to create a large spherical cavern in the very heart of Moirai.

Trixie gave a scream as the already cracked floor below her and Masquerade heaved up then gave out, sending both tumbling though and into the newly created cavity that had been blown in Moirai's core. As they plummeted through the smoke from the blast, Masquerade seized her chance and swung her sword.

The mecha Alicorn's remaining eye went wide as the blade found its mark on her right front leg. Oil and hydraulic fluid sprayed into the air.

The lights flickered over the battlefield and everypony who wasn't flying found themselves forced to brace as the room tilted sharply.

Iron Will drove his hand into the ground and grabbed the nearest members of their side, Ace and Teddy using their heavy weight to do the same thing. Shining Armor covered as many ponies as he could in a shield to keep them in place.

“Moirai is falling!” screamed one of the agents in a tone that made Shining begrudgingly feel bad for him

Derpy glared at the Doctor. “Okay, in my defense I didn't know the building would fall like THIS! When you blow up the power source of something, it normally just falls straight down! This isn't fair!”

'Trixieisarobotfathercanreplaceit!Trixieisarobotfathercanreplaceit!Trixieisarobotfathercanreplaceit!' Trixie screamed in her head as she watched her severed right foreleg fall to the ground below, spraying oil and hydraulic fluid all the way down. Sparks flew from her exposed stump as her self repair systems worked themselves overtime to stop the 'bleeding.'

The two combatants hit the ground hard in the still flaming room, Trixie getting a few more dents in her metal plating a crack through her surviving eye lens. The Puppeteer managed to get to its feet first (due to having four working legs) and Masquerade raised her sword to swing down at Trixie's head.

The mecha Alicorn only had a few fractions of a second to react...when the entire place lurched once again. Trixie capitalized and wrapped several scarves around the Puppeteer's right leg and pulled with all her might in the same direction as Moirai's tilting. Masquerade lost her footing and fell...her leg going right into the path of her own swing. Her sword embedded itself in the armored machinery, an eruption of oil, sparks, and hydraulic fluid flying from the 'wound.'

Moirai was falling. Smoke poured from it like blood from an open wound as the massive structure titled and plummeted from the sky.

While it had backup power to keep the lights on, it wasn't nearly enough to power the engines and it appeared nothing would stop the flying fortress from slamming side first into the ground below.

=[Sonic Colors X MLP] Reach for the Elements of Harmony – KingSpartaX37=

A series of rainbow colored lights flashed in the top floor of Moirai moments before seven pillars of light shot through the roof. The red, yellow, orange, cyan, magenta, pink, and white pillars swirled together into a single rainbow and blew the roof off Moirai's top floor.

Seven streaks of color flew at high speeds and took formation around Moirai, each firing a beam of their respective color that connected to a part of the structure like ropes.

“Pull!” yelled Twilight Sparkle, glowing with a bright magenta aura. Her mane and tail had grown longer and gained a yellow streak through them while her wings had gained violet and magenta feathers at their tips. Her legs had multicolored markings looking like her Cutie Marks, something she and her five friends shared. Starlight Glimmer rode on her back, watching in shock.

“Why didn't you do this when you were fighting me?!” the unicorn asked in disbelief.

“We can only do it when all six of us our together!” the lavender Alicorn called.

“Okey dokey lokey!” called Pinkie Pie, glowing with a pink aura as she pulled her pink energy beam. Her mane and tail had become longer and even more bubbly, with streaks of yellow, light blue, and orange running through them.

“Oh yeah, this is where it gets fun!” called Rainbow Dash, surrounded by a cyan aura. Her already rainbow colored mane and tail had gained a flowing effect and were now much longer, to the point her mane ran the length of her back. Her wings had gained yellow, red, orange, blue, and violet feathers. Lyra sat on her back...and tried to find a comfortable spot given she was literally in Rainbow's mane now.

“Yee haw! Let's lasso this place!” called Applejack, pulling with all her might as she was surrounded by an orange aura. Her mane had gained red and pink highlights while her normally red hair ribbons had grown longer and turned green. Bon Bon sat on her back, hanging on.

“So why didn't we come in doing this?!” the retired agent asked, eyes wide.

“Um...Twilight said flying, glowing magical ponies would attract too much attention,” Fluttershy answered, glowing with a yellow aura. Her mane and tail had grown much longer to the point her face was almost hidden by the former and gained two tone blue highlights, while her wings had gained blue and pink highlights. Despite being far larger than her, Trail Cutter rode on her back and she seemed to have no problem carrying him.

“Fluttershy? Is this normal?” Trail Cutter asked, eyes wide as he watched the situation.

“Um...for me...kind of...”

“Oh, it is a shame we don't get to use these forms very often, darlings,” Rarity remarked, glowing with a white aura. Her mane and tail had grown longer and become more elaborate, white diamond patterns going through them along with blue, magenta, and yellow streaks. The most unique attribute, however, was that she appeared to now have two tails.

“No offense, but I think that's kinda a good thing given the situations that call for them,” Sunset Shimmer remarked, glowing with a red aura. Her appearance was the most unique, lacking the cutie marks on her legs and streaks through the mane. Instead she gained a golden dress and barding on her legs. Red markings now adored her face, going over her eyes, while her horn and wings had gained fiery energy extensions, making them look larger.

The group collectively paused and stared. “Wait...you can do this too?!” Rainbow Dash asked in shock. “Since when?!”

The yellow Alicorn blushed. “Since I became an Alicorn! Now pull!”

The seven ponies pulled on their energy beams and slowly began righting Moirai so they could carefully lower it to the ground.

In the chaos, one of the Wonderbolts chased a red tied agent into another room. Finding only an empty room, she looked around carefully. The agent had been a unicorn, they couldn't be on the-

The Bolt fell unconscious as she was hit on the head from above, the agent hanging upside down. In a flash of green fire, they assumed her form and flew away.

=It Has to Be This Way – Metal Gear Rising Revengance=

Trixie got back to her three remaining hooves as Masquerade struggled to dislodge her sword stuck in her armor. Fortunately for her, the blade hadn't gone into her flesh and blood limb, but when the sword was pulled out it was clear damage had been done. She tried to lift the leg, but with the machinery wrecked it was deadweight, and would have been even if she wasn't injured already.

“Ready to give up yet?” Trixie questioned, aware of the fact they were currently in a hot area that was presently on fire. She noted the roof was covered in dangling wires that still sparked occasionally. The showmare part of her had to admit that it was a fitting place for a final battle. Particularly since being a robot meant she didn't have to worry about smoke inhalation and she assumed Masquerade had a respirator in that suit.

“I will never give up,” Masquerade replied, spreading her massive wings and raising her sword with her telekinesis.

The azure android took a moment to steady herself and think back to why she was doing this. Who she was doing this for. Her fellow Marionettes. She wanted to be a good big sister...And Twilight having faith in her when she was to head on alone to face Masquerade...and well, her friends having it for her in general. Often more than Trixie ever had for herself.

Trixie created a new sword. “Neither will Trixie. She's not just fighting for her.”

The machine Alicorn jumped back, flapping her wings to get some distance as her foe swung her sword. A cut on her chest reminded her that in an open space, that sword was a lot more dangerous.

Masquerade flew up and formed a gear drill around and dove, driving the mana weapons into the still smoking ground as her opponent teleported out of the way.

The azure android got some distance and wrote out ドリル with her symbol magic. Upon swinging her horn through them, it formed into an energy drill around her horn. “Anything you can do, Trixie can do better!” she goaded, diving the Puppeteer.

The Director saw the attack coming and returned her enemy's charge with her own drill. The two collided and sent mana sparks flying as they clashed. However, the azure android broke the clash right as she was being pushed back by simply teleporting directly behind her and sending a blast into her back. As Masquerade was knocked forwards by both her own momentum from her own attack suddenly meeting no resistance and Trixie's attack, she kicked out with both hind legs and sent Trixie flying backwards with a buck.

The mecha Alicorn screamed...then noticed she was flying right towards the electrified wires above hanging from the ceiling and just barely stopped a few inches from them. “That was too close...”

Trixie gave a shout as several magic gears were launched in her direction followed by the Director flying straight at her. The azure android dodged several slashes, using her sword to parry several more. She slowly backed up until she was against the wall, flames on all sides...then teleported out of the way of a trust and left Masquerade's sword jammed in the wall. The Director was now sweating heavily under her now very hot armor, her breathing labored. Lack of emotions could only cover so much of your condition.

Trixie instantly appeared right in front of her before she could dislodge her sword and ducked under a punch. The mecha alicorn smirked in realization. “We appear to both down a right leg...” she remarked as she dodged a slash from one of Masquerade's gear chainsaws formed on her still working left leg.

“Correct,” Masquerade replied simply, only her heavy breathing showing she was in any sort of distress.

“But you made a serious error, namely...” Trixie remarked, dodging the visibly more clumsy left hooved strikes from her opponent. She then delivered several powerful punches from her own left hoof, driving Masquerade back further. “Only one of us is right hooved!”

Masquerade's motions became more sluggish as her breathing became more labored, and Trixie took the chance to drive some more left punches into the Puppeteer's armor, leaving a few dents. However, before she could press her advantage further, Trixie had to duck under the Puppeteer's sword when her opponent's telekinesis finally ripped it free. She felt her stomach metal dent slightly as she was left open to a buck that launched her into the floor with enough force to dent the still heated and malleable metal composing it.

“Okay...weakened or not, Trixie is still fighting something designed to survive combat with Princess Celestia, scratch damage isn't going to cut it...especially when all she needs is a few good hits to put Trixie down for good...unless...If Trixie screws this up, she's going to the scrap heap, but she will be anyway if she doesn't end this quickly...” the mecha Alicorn thought, before having to roll out of the way of a diving trust from Masquerade.

Trixie promptly teleported, a ring of Trixies forming around Masquerade, all charging up their beams.

Masquerade generated a gigantic buzz saw ring around herself and spun it while simultaneously hurling her sword upwards. The Trixies around her vanished while another Trixie charging a beam directly above her was impaled...and vanished into a puff of confetti.

The true Trixie jumped out of a crack in the ravaged ground right beside where she'd teleported from in the first place and latched onto Masquerade's back. The azure android's horn glowed and she began making precision slashes across the Puppeteer's back. The Director attempted to dislodge her, having to fly into the air just to use her remaining good hoof without falling flat on her face, but Trixie anchored herself to the huge powered armor with several scarves. Which then burst into flames and had to be replaced with fire retardant scarves.

Masquerade did the intelligent thing and launched herself backwards towards the wall in an attempt to crush her opponent. Trixie noticed just in time and performed one last slash that connected with a bright glow before leaping off. Before Trixie could fly away, the powered armor clad mare formed a gear chain and swung it, wrapping it around Trixie's waist and pulling her back into a punch from her good hoof that sent her flying clear across the room.

The mare in powered armor struggled, the remaining spikes on her back lodged into the wall and requiring some effort to be pulled out. In the meantime, Trixie remained out of sight until her enemy ripped herself free.

Trixie teleported up close and flew past her head. The Director retaliated by launching her surviving drones, which circled around and began chasing the azure android. Trixie didn't strike back, instead evading the shots to the best of her ability until a blast hit her hind leg and caused a small explosion.

“So this is the real you,” Masquerade commented, clearly winded and sweating bullets but not showing any other emotion. The Director chased Trixie, slashing with her sword and a lefthoofed chainsaw.

However, the azure android simply continued to dodge and evade, not seeming to try and fight back as the chase continued to go higher and higher. “What's wrong? Can't hit Trixie?” Trixie goaded, her voice seeming slightly out of sync with her lip movements.

'She took damage from my attack so it cannot be an illusion. Perhaps I damaged her jaw mechanism?' Masquerade thought, charging and forming a series of mana gears she threw at Trixie...who dodged just in time for her to gears to strike one of her remainingg drones and turn it to scrap metal.

'Perhaps she has noticed that the heat is getting to me and is trying to wait me out?' the Director thought without emotion. As Trixie dodged a drone's fire, the mare latched a gear chain around her waist and held it just long enough for another drone beam to slam into her back and send one of her wings plummeting to the ground.

Masquerade tugged on her chain and pulled Trixie back...right into the tip of her sword that went straight through her chest and out her back. Trixie went limp, lights going out.

“That should have pierced her mana engine...wait...” the Director said, noticing something. Or rather the lack of something. No oil dripped from Trixie despite the rather obvious and grievous damage. An illusion spell flickered and finally cut out, revealing she'd impaled nothing but a magically manifested wooden puppet. “A puppet? Then were is she?” the mare asked, still showing no signs of shock or startle as she turned to look for the true Trixie. By the time her eyes found her, Trixie had been quite busy.

=Live and Learn – Sonic Adventure 2=

Down below, the true Trixie had created four magic symbols arranged in the cardinal directions directly above her. 玄武 to the north, 清流 to the east, 白虎 to the west, and 朱雀 to the south. The mare stood with the same book she'd learned from, open to the same page that she'd shown Twilight back on the ship. By the time Masquerade had noticed, Trixie had slashed her horn through the symbols, causing them to pulse with a magic.

“Seemed rather karmic to distract you with a puppet!” Trixie quipped with a smirk. “Win, lose, or draw, at least Trixie can take pride in knowing she's the only pony other than Meadowbrook herself to ever perform this spell in a duel!”

Masquerade tried to do the smart thing and prepared to dodge what was coming...only to realize that Trixie's puppet copy had lured her all the way up to the ceiling. She was surrounded by live wires on all sides. With the Puppeteer's bulk, if she tried to fly downwards to dodge, she'd never make it in time. With the spell already begun, any attack she tried wouldn't be enough to stop it unless she managed to destroy Trixie in one hit.

“I see. You have outwitted me, G4T01,” the Director replied, eye still as emotionless as ever despite the situation she was in. “I have but one thing I can do in this situation. Override safety protocol. Eclipse Cannon activate.”

“SAFETY PROCOL DEACTIVATED. ECLIPSE CANNON HAS BEEN INTIATED.”

Masquerade held out her one good leg while moving her crippled one to her side out of the way as the Puppeteer's chest opened up. The eclipse-like aura began forming behind her as the power built more and more. She felt her already uncomfortably hot armor grow hotter and hotter.

“Let's end this, shall we!” Trixie announced, preparing herself to do the proper Neighponese custom when launching an immensely powerful attack. “Sh-Shin-Shyshin...buck it! Trixie doesn't speak Neighponese! Roar of the Four Beasts!”

The four magic seals took on the image of an roaring tortoise, dragon, tiger, and phoenix (or rather three roaring and a tortoise doing...whatever it was tortoises did) before they rushed Masquerade, merging into the image of a single golden, eastern-style dragon with a massive roar. Trixie fell to her knees, her optic and mana lines fading and becoming dim as her mana pumped into the spell.

The golden beam of destruction erupted from the Puppeteer's chest, ripping through the air and slamming into Trixie's attack. The collision let loose such a shockwave that Masquerade's drones were blown away and the walls around them were widened slightly.

The two immense attacks fought back and forth, Trixie's mana lines beginning to flicker from the drain. On Masquerade's end, the Director's fur was drenched with sweat and her nostrils detected the stench of burning fur and hair.

Finally, Masquerade's beam began to overtake Trixie's.

“It would appear I am the victor, G4T01,” Masquerade said without an ounce of malice. “Any final words?”

Trixie fell to her haunches, not even holding her wings up as to save what energy she could...and then smirked as she counted quietly. “Three...two...one...”

The Puppeteer's back suddenly lit up with Trixie's magic color and a sizable explosion erupted, blowing open the mana collector in the center of her back. The force of the blast knocked her forwards, sending the Eclipse Cannon's beam flying off course and ripping a hole straight out of Moirai's side before dying out.

“How did you...” Masquerade said, still not showing any sign of shock or surprise.

Trixie jumped out of a crack in the ground right beside where she'd landed from her roll and latched onto Masquerade's back. The azure android's horn glowed and she began making precision slashes across the Puppeteer's back.

“I see. You planted a timed explosive rune on my back. This has been your plan since that moment,” the mare in powered armor replied calmly, forming a series of magic gears sideways between her and the incoming beam in an attempt to block it. Trixie's attack began smashing right through them one right after another.

Trixie smirked as her beam now had an unobstructed path straight at Masquerade. “First rule of being a stage magician: keep your audience's eyes everywhere except on what you're really doing! Trixie admits had she gotten the timing wrong she'd be scrap metal. High risk, high reward, but that's kind of my job description!”

Masquerade watched the incoming beam with her gears slowing it down at best and did the only thing she could: put her remaining functioning leg over her face to compensate for the broken visor. “Touche, Trixie.”

Trixie's attack hit home, engulfing the Puppeteer with a draconic roar.

The mane six and Sunset finally finished setting Moirai down safely on the ground. As predicted, the bottom floor collapsed under its own weight, but it was otherwise stable. At least for now. They didn't let go until it was clear the massive structure wouldn't topple over.

Twilight flew up and fired a magic flare high over Everfree, earning the sound of horns in return. Something began moving through the forest with enough force to shake the trees. “Okay, our secret weapon is coming! Now let's find Trixie and end this!”

“But how? Moirai's huge and that battle looked like it wasn't going to stay in one place!” Sunset called, flying over.

Before another word could be said, a gigantic golden beam tore through the side of Moirai and flew off into the distance. Moments later, the top of Moirai was blown clean off as a gigantic golden beam in the shape of an eastern dragon tore through it and roared in the sky before dissipating in a series of fireworks style explosions.

“...I think she's there...” Rainbow Dash said bluntly as the group stared with wide eyes.

The core of Moirai was filled with smoke and flame, the moon's glow coming down through the gaping hole in the ceiling as debris began falling.

Trixie groaned, throwing off a piece of rubble. The android had almost as much of her endoskeleton exposed as was hidden by her synthetic skin, filled with dents and scorch marks. What fur she had left was stained with oil and hydraulic fluid. Her mana lines and exposed optic were flickering and dim. It felt like it took all her energy just to move. “Ugh...Trixie is happy she pulled that off...but she's decidedly never going to do that again...”

The azure Android got to her hooves...then fell flat on her face as she tried to stand on her non-existent right front leg. “Oh...right...Trixie has three legs...”

Trixie tried to flap her wings and fly, but found that she lacked the power to do so. She simply stumbled towards the center of the room, looking over the damage and seeing the wreckage of the Puppeteer scattered about the room. She felt her hoof hit something and looked down to find the powered armor's helmet laying before her. The horn had been completely blown open, revealing a crystal wand in the center of it. With what weakened telekinesis she could manage, she wrenched the wand free and looked at it. “...Either mithril is really good at protecting things, or Magic Star was very good at making really durable wands considering the Roar of the Four Beasts is a dragon buster spell...”

Before she could consider this further, she heard a clanking nearby. “...Please let her be too injured to fight back...”

The azure android limped over towards the source of the sound, the scent of burnt fur reaching her...scent sensors she guessed. Looking around a bit of rubble, Trixie found Masquerade staggering out of the remains of the Puppeteer that hadn't been strewn around the room. Masquerade herself was battered, bruised, and burned. Some areas of her body had had the fur burned completely off to expose first degree burns on her skin. The Director fell down and struggled to get back up.

=The Other Promise – Kingdom Hearts 2.5 ReMIX=

Trixie steadied herself and slowly approached. “Masquerade...it's over...”

Masquerade simply tried to ignite her horn for a spell...but Trixie noticed a crack running through it that rendered the attempted spell nothing but a spark. Even though her own horn was metal around a magic wand, the mecha Alicorn winced. “...I was warned that could happen...The Puppeteer linked Starswirl's wand to my own horn, amplifying my magic with its own mana engine and the wand. Increased my power immensely, but the strain over such a prolonged period was simply too much...”

Trixie prepared to say something...only for Masquerade to lunge forwards and deck her in the face with enough force to further damage her already cracked eye. The Director fell to the ground and forced herself back up.

“Enough of this! You can barely stand!” the azure android called back, having not even being staggered by the blow.

“Barely is enough,” Masquerade replied, throwing another blow and cracking the eye further. She struggled back to her hooves, breathing labored and wheezing despite her face remaining emotionless.

The mecha Alicorn snarled. “Trixie respects bravado as much as anypony, but this place is about to come falling down on our heads! Now isn't the time for this!” As if the emphasize her point, a large chunk of blazing rubble crashed down nearby.

“If I had bravado, I would not know it,” the Director replied, driving another weakened punch into Trixie's face as the mecha Alicorn held her ground. “If you want me to stop, pull the trigger yourself.”

Trixie's face softened as she remembered who the pony in front of her really was. Somepony who'd never in her life had a single choice and could not comprehend making one outside her context.

Masquerade swung again, this time causing Trixie's remaining eye lens to shatter and expose her optic. “Trixie. I will not stop until you make me...I cannot stop until you make me stop. Do you understand?” For a brief, possibly imaginary moment, Trixie swore she saw a pleading look in the Director's dead eyes despite her face and tone never once changing. Whether real or fake, it was gone in a moment.

Trixie gave a scream of frustration and decked Masquerade in the face, falling to the ground herself. As both got to their hooves, Masquerade lunged forwards and delivered another blow, which Trixie replied in kind. For several moments, the two forced their battered, damaged, and weakened bodies to exchange blows with one another until the two threw a punch at the exact same time.

The two's blows hit home on their opponent's jaw.

It was the Director that fell to the ground. The mare's wounded and battered body simply refused to get back up.

“So. I lost,” Masquerade said, sprawled out on her back and breathing heavily. “Congratulations, Trixie. You won. Fate has decided that you are the hero and I am the villain.”

Trixie groaned, trying to stay standing despite her mana engine having been drained by her attack and the hoof fight she'd just had. She spat out a bit of horrid tasting oil her foe's last blow had drawn. “...This doesn't seem like the place for philosophy....”

“I suppose it is not. My mission was to lead this agency until it ended or I did. And now S.M.I.L.E. is finished...mission complete...” Masquerade said simply and gave a sigh. Trixie couldn't help feeling it was one of relief. Or was that just her imagination? With that, the mare's head fell to the ground and she moved no more. Trixie checked her pulse, relieved to find it still there.

“...It's kind of funny...” Trixie admitted, sitting next to the unconscious mare and looking up at Luna's moon through the hole punched vertically through Moirai. “...No...it's not...In the end, I can't be angry with you...After all...we were both just your mother's victims...or maybe we're all just S.M.I.L.E.'s victims...”

Trixie watched the flaming debris continue to fall around them. And began thinking of how to escape. The only doors to the room ('doors' meaning 'place a hallway had used to be') were too high up for her to reach while carrying Masquerade in her weakened state. Her mana engine hadn't recharged enough for her to fly or teleport. “Think Trixie...there's got to be some way out. You have to think of something...”

Before the azure android could think of anything, however, a rainbow colored light filled the hole burned upwards through Moirai. Shielding her optics, Trixie made out seven flying figures in the light. “Or angels could descend and save you, that works too...”

Coming into view, Rarity gave an amused chuckle. “I'm flattered, darling, but it's only us.”

Trixie gave a relieved sigh. “...Even better...”

Fluttershy gasped and covered her mouth as her passenger made the same observation. “Trixie...your eyes...and you skin...and...oh...oh my...”

“Sister, you appear to be heavily damaged,” Trail Cutter replied, concern in his tone. Not much given his difficulty showing emotion, but it was there.

Lyra, still riding on Rainbow Dash, looked faint.

Trixie looked at her severed leg with a frown. “Oh...yes...Don't worry, father can just make her a new one...and new eyes...and new skin...and fix her damaged body...Trixie won, that's all that matters...”

The azure android would have blinked if it weren't for the damage to her eyes as the others hugged her. It took her a couple seconds to react...and then returned the hug with her remaining leg and wings, which was held for a few moments. Trixie let herself relax a little in her friends' embrace. Letting that drown out the still crackling flames and falling debris around her.

After a few moments, the group finally parted. Rainbow Dash groaned and covered her nose. “Ugh, what stinks?”

“Smells like hydraulic fluid,” Applejack remarked with a sniff.

“That would be from Trixie's severed leg...” Trixie replied with a flat look.

“Oops...sorry...So, if you got messed up this bad, how's the other guy?” the cyan pegasus replied, giving a nervous chuckle.

The azure android pointed to Masquerade, still laying unconscious on the ground. Bon Bon (still riding Applejack) gave a gasp of shock. “...She got in some anti-Celestia armor...it wasn't easy...”

Twilight carefully looked over Masquerade with a scanning spell and gasped at her condition. “She was still fighting like this?! It's easier to count her bones that aren't broken!”

“...This was all she knew, Twilight...she wouldn't let herself stop fighting until she couldn't fight anymore,” Trixie replied, giving a sad look, sympathetic look. She then jumped as debris continued to fall around them.

“Concern for her later! We need to get out of here before the whole place comes crashing down around us!” Sunset called, picking Masquerade up in her telekinesis and putting her on her back.

Twilight reluctantly nodded and Rarity allowed Trixie to climb on her back, not complaining about the resulting oil stains.

“Just rest now, darling. You did a good job. Our secret weapon has arrived, so it should all be over now,” the fashionista replied with a reassuring smile.

“Good...” Trixie replied, mana lines and optics having stopped flickering but still dull. “Trixie has never felt this drained...”

“What IS our secret weapon anyway?” Starlight questioned, still riding on Twilight's back.

“Medic!” called Iron Will, rushing over to Radiant with Teddy in his arms. The G2 android seemed half asleep, mana lines flickering in his exposed and dented steel armor. “Something's wrong!”

“It's wrong with Ace too!” called Hoops, all three sports pegasi carrying Ace (and still struggling), who indeed was in the same condition and struggling to remain active.

Mecha Radiant looked over the two and frowned. “Oh...I don't know! They don't look hurt!”

“They're not...” said Cover Story, trotting over. He was currently helping Gear Shift, who's wing and leg had been injured. “Radiant, some help here?”

“Oh! Okay!” the G5 android announced, galloping over and beginning to heal the pegasus.

The android agent, who had sustained his fair share of damage, looked to the pair of G2 androids. “Their mana compressors are just running low on power, they'll be fine after a recharge.”

Iron Will gave relieved sigh and patted Teddy on the back while the sports trio did the same with their 'big bro.' “Thank Celestia, you'll be fine little buddy.”

“We should probably find a unicorn to recharge them. We're winning, but the fight's not over,” Cover Story replied, looking back to the balloon fort's wall.

The Stallions in Black had been pushed back big time, to the point they had to retreat back into the hallways. Despite this, they were still fighting and looked like they would until they were beaten completely or Moirai fell apart around them...

Suddenly, the Stallions who'd retreated into the hallways came screaming back into the room. Moments later, the door, and the wall around it, exploded inwards.

“STALLIONS IN BLACK HURT AND LIE TO PONY ALLIES! YAKS DESTROY!” Prince Rutherford yelled, dressed in full, traditional yak combat armor and wearing sunglasses. Moments later the entire wall exploded as an army of yaks tore their way into it and began tossing Stallions around like ragdolls.

“...On second thought, let the boys rest. Our secret weapon just showed up,” Cover Story replied, having to duck under a thrown Stallion.

=Ground Zero – Shiniobi III OST=

With the mane six and Sunset returning in their Rainbow Power forms (or 'Daydream Shimmer' form in Sunset's case) and the Yaks already on the warpath, the fight was soon over. The Stallions in Black had all either fled or been arrested. Only one Department Head had escaped capture, and his entire squad was in custody.

Moirai had been abandoned after the battle was over, burning like a funeral pyre and collapsing in upon itself from the damage sustained in the final battle as the heroes watched from a distance.

Despite her heavy damage, Trixie remained active...and enjoyed a healthy number of pats on the back and praise for taking down the leader of S.M.I.L.E.. Trixie may have grown considerably, but she was still Trixie.

“...Trixie still gets a stained glass window, correct?” the azure android asked.

Twilight rolled her eyes but gave a smile. “...I'll talk to Princess Celestia about it...you did good Trixie.”

“Good...also, Trixie managed to recover this from the Puppeteer...” Trixie replied, showing Starswirl's wand.

Twilight's reaction was to give a squee and grab the wand of her favorite unicorn mage in history.

“Sorry, captain,” said the Wonderbolt who'd been knocked out and had her identity stole for an escape. “I don't know how they got the drop on me...”

Spitfire sighed. “Just remember not to wander off on your OWN next time, got it!...If no one had found you, you could've been killed when Moirai came down.”

“Yes, ma'am!”

The Wonderbolt leader gave a groan, rubbing a sprained wing. “We'll all need to visit the infirmary when this is said and done as it is...”

“Uh...Spitfire?”

Spitfire turned and looked at Lightning Dust. While not nearly in as bad of shape as Trixie was, the android still had plenty of exposed mithril and oil staining her fur on top of her exposed optic. “Oh. Hello, Lightning Dust...This about the Academy?”

“Yes, ma'am,” said the turquoise android, trying to make a good impression and giving a salute.

“Thought so...Look, Dash already told me about what really happened and I still have one Tartarus of a headache when...I guess the brainwashing wore off...” the mare replied, shuddering at that. The idea of having had the Stallions changed that much about her memory...she was glad those creeps were going behind bars. “So yeah, I know you apologized and behaved yourself like a good Bolt after I demoted you to her Wing Pony...Come with me, I think we have a lot to talk about...”

Lightning Dust's jaw dropped. She looked over to Rainbow Dash who merely gave her a smile and a wave. The turquoise android gave a small smile of her own. “...Thank you, ma'am.”

“You sure you're alright, Mina?” Spike asked nearby, looking at his friend nearby while Peewee roosted on his finger. The young dragon had a black eye, while the teenaged dragon had one arm in a sling. Both had bruises, despite being dragons.

Mina merely smiled. “No problem! This was the most exciting thing to ever happen to me! Oh! And tell Trixie I know this comic book artist who'd probably love doing a graphic novel adaptation of this!”

Starlight simply shared a group hug with her friends from Our Town, all of who had gotten their fair share of injuries. She looked to Gypsy...she admitted she had reservations about what that mare was linked to, despite being informed several times those preconceptions were false...but something told her confronting a pony who'd been held against her will, dehumanized, and treated like a prophecy machine for over a decade would kind of a major jerk move.

Particularly as she watched Gypsy rolling in the grass while laughing like a schoolfilly.

“Are you okay?” Bon Bon asked, watching the prophetess.

The seer stopped rolling with a blink. “Oh...sorry...just it's been a long time since I've even seen grass, let alone touched it...” she explained with a blush. She then flopped on her back, looking up at the moon. “...I'm just happy to finally be out of there...”

Bon Bon slowly gave a small smile. “...Point taken...”

Pinkie Pie and Mecha Radiant looked at Gypsy...then jumped down and joined her in rolling happily in the grass.

Cheese Sandwich, despite having been bruised and bandaged, joined them a few moments later. “Hahaha! OUCH! Hahaha!”

The rest of the group was mainly focusing on getting their injuries (of which they all had plenty) treated and making sure the captured agents were secured. Spitfire would be calling on the Wonderbolts reserves to do shows for the next few weeks.

The Yaks were standing guard on said captured agents, having the most sheer power of any present.

Ace and Teddy sat nearby, under the sports trio and Iron Will's protective watch as Sunset Shimmer and Twilight went through the process of recharging them. The two were in 'sleep mode' due to their mana compressors having been drained to near empty. Not quite out of power, but essentially 'sleeping' to conserve what they had left. The two Alicorns had been the ones to do so because they not only had the highest mana reserves, but had gotten a good recharge from going into Harmony powered super modes while the rest of the magic users were all running on empty. As were their mana recharging candies.

The twin Alicorns had their horns to the middle of their back, pumping mana into them. A lot of mana.

“Mana Compressors Fully Recharged. Returning to active mode.”

Sunset let Twilight move on (she had much to do) while she remained with the two androids as Teddy (who she'd recharged) and Ace (who Twilight had recharged) began reactivating. Teddy's mana lines lit up Sunset's light opal color while Ace's ignited Twilight's magenta as both blinked awake and got to their hooves.

“Ugh...did we win?” Teddy asked as he looked around and noticing they were outside now.

Iron Will patted him on the back. “We did little buddy! We're free! Which means I can get back to Indomitable Will and you can get back to Redheart!”

The blue mare smiled. “...Yeah...though we might want to get our skin fixed first...”

“...Good point.”

Ace smiled as the sports trio helped him to his hooves...all three of them. “Thank Celestia...” he muttered...then gasped, looking up at the moon. “Whoa...the Mare in the Moon is gone!”

“...You've got a lot of catching up to, dude,” Hoops replied with a chuckle.

Meanwhile, Well-To-Do was busy counting up how many Stallions he'd managed to bring down for his payment, which Twilight made sure to double check with the unicorns who'd done the teleporting.

“Am I doing this correctly, Fluttershy?” asked Trail Cutter, standing with his hooves held out. An entire flock of birds was perched on his legs, tweeting happily.

Fluttershy smiled, in the exact same position and situation, with Philomena the birds. “Yes, that's right.”

“Okay...hello birds.”

Maud looked at the big android who had only slightly more visible emotion than she did. “...He's happy...”

Rarity and Suri approached one another with an awkward silence. “...So...how's Coco doing?” questioned the android to finally break it.

“Oh...she's doing wonderfully...” the fashionista replied with a smile. “She's quite popular in Manehattan with the theater scene. We're discussing her potentially being the manager of my Boutique's Manehattan branch once I hammer out all the details.”

Suri's jaw dropped. “Branch? You have branches?”

“Well, one branch in Canterlot at the moment,” Rarity replied with visible pride. “It's doing quite well if I do say so myself.”

The pal orchid android sighed. “...Yeah...figures...Look...this is awkward to say, cause until a few hours ago I probably couldn't say anything like this...but...the pony I was in my fake memories who was friends with you? I liked her better than the pony I've actually been living as...and not just because everything you just told me proves that dog eats dog stuff is horseapples...Just...we weren't really friends...we've never really been friends...But I kinda wanna be, m'kay?”

Rarity blinked. A part of her warned her 'fool me once, shame on you. Fool me twice shame on me'...But paranoia was Rainbow Dash's forte. “...I would too, Suri...”

“I'm sorry, Princess,” Bright Future replied, examining the remains of Marshmallow's CPU with a frown. His mecha suit had sustained damage, but in the case of him and others on board the Flim Flam's mecha, the machine itself had taken the majority of the abuse. In fact, it had ultimately been too badly damaged to take with them and was currently burning with Moirai. The Flim Flam Brothers nodded in agreement, three heads being better than one. “Her personality and memory cores were destroyed. I could repair and use these components in a new Marionette that looks like her...but it wouldn't be her.”

Twilight pinned her ears and looked down at the burned, destroyed components. The Princess trembled a bit at the sight. “...I see...I was just hoping there was something we could do to help her...It seemed like she just didn't know any better...”

“...Because she didn't,” the doctor admitted with a sad sigh as he rubbed the back of his head with a fin. “She was built to have the mind of a child and missing a number of emotion components just to keep her sane...I never wanted to make her that way, but Masquerade's mother forced me too...”

“...So she was a victim just like the others, just in a different way...” the lavender Alicorn replied.

“Oh boo hoo, ya can always count on ponies stupidity feelin' sorry for somethin' that tried to kill'em,” mocked Longhorn, currently in magically reinforced prison and glaring daggers at them. The big android gave a sadistic smirk.

Shining Armor gave a death glare as he put a soundproof shield around Longhorn...then a comforting hoof on his sister's shoulder. “You did everything you could...there was no choice...”

Gypsy heard this and pinned her hears. “...Choices...choices had been made by everypony...Hers, yours, everyponies...there were choices...but by the end, they'd all been made...” Gypsy saw another timeline were the fight had happened differently due to countless different choices. One where Marshmallow had survived and been 'upgraded' with a full range of emotions so she could finally heal.

“...So she's just like Masquerade then?” Trixie asked as she looked over. Her mana lines and optics were no longer dull, but still not back to their full brightness. Bright Future had been shocked that she'd managed to drain a mana engine that severely.

“Like Masquerade?” Twilight asked, looking over to the mare in question. While bound with a mana suppressor on her horn, it was more or less unneeded. And not just because of the severity of her injuries, even after medical attention. After regaining consciousness, she just stared blankly into the distance without reacting to anything around her. Her eyes were no longer dead, rather they looked blank. Empty.

“...She told me her mother raised her from birth to be like she is...she's as much a victim of this as the Marionettes are...” the damaged android said, ears pinning back.

There was a moment of silence before Zecora finally trotted up an examined the defeated Director. “A tragic tale to be sure, a mother like that I abhor. However, the damage seems to have been done, the lights are on but nopony is home in this one. For a doctor's word I would wait, but I fear she's in a catatonic state...”

Twilight nodded sadly. “She's been like that since she woke up. The medics and I did a scan, there's no brain damage. It's like she just...shut off...”

“...Think she can be helped?” Trixie finally asked.

“...Only time will tell...”

Spoiled Rich, however, turned away from this conversation and walked off to the side. Her nose had been broken and she'd suffered a number of other injuries she'd need to explain when she got home. She remembered watching little Masquerade being drilled into a child soldier. Then she remembered her own treatment of her daughter. “...Diamond...I'm sorry...I've got a lot of explaining to do...”

Meanwhile, Daring Do looked through the artifacts they'd taken from the Artifact Archive, she and Moondancer dividing them up into 'dangerous, useful, and harmless'.

A pony skull mask whispered telepathically, 'Hey girlie! Ya you! Why don't you put me on? I know ya wanna babe! It'll be totally radical! You should have totally put me on back there, I haven't had a good blood bath in eons! The Aztecs knew how to party! Come on girl, I can smell it on ya, you and me, we're already two of a kind!'

Daring Do simply put a big “WARNING! DO NOT WEAR!” label on it and used a shovel to throw it into a magically manifested chest. Followed by an ancient, green wooden mask and a purple and blue, demonic looking mask with weird yellow eyes and plenty of spikes along the side that kept trying to telepathically convince somepony to put it on so they could 'consume everything.' Said box would later be teleported into the void of space bound in magic chains. According to Celestia, the masks would keep each other company, whether they wanted to or not.

A fourth category was soon added, namely 'Do not touch' with plenty of lock boxes to shove the artifacts into with shovels.

The other Gifted Unicorns were lending a hoof with the sorting. “Man, these guys are almost as good as Daring Do,” Yearling remarked, then smirked. “...Almost.”

“We might need an entirely new museum just to fit all of this!” Moondancer replied with a big smile, clearly in her element.

The two then spun around as they heard a gasp nearby, seeing Derpy gallop up alongside a pegasus colt with the same exact fur color as her and a similar mane and tail style, both a shade darker in color. “Everypony! I found this little colt!”

Lyra (who had been talking things over with the willingly captive Monster Squad) looked over and her eyes went wide. “...Where did you find him?”

“Over there...” The mailmare pointed to the foal making mirror. “I was just talking with Jet Set and Upper Crust about having foals and started talking about how much Dinky wants a little brother. I said that kind of wanted her to have one and then I found him...”

“Mama!” called the little colt with a big smile.

“...Derpy...I think that's a colt version of you the mirror made...” Bon Bon commented, earning herself some glares. “What?”

“Oh...” Derpy muttered, looking down at the clone. The little colt looked back with puppy dog eyes. “...Can I keep him?”

“...Can you afford to keep him?”

“Yes.”

“...Then you can keep him...but we'll probably need to go get some adoption papers...or birth certificates...this situation is weird...”

“Yay!” the mailmare held up the colt and smiled to him. “I'm going to name you Derby Hooves!”

“Yay!” the little colt cheered.

“Did somepony say something about a mirror that makes foals?” Jet Set asked, trotting over with his wife. As they'd been on the Flim Flam Brother's mecha, they'd suffered next to no damage.

Bon Bon nodded. “Yeah, one of the things that the Stallions had. Legend has it the ancient unicorn Queen Majesty used it to create her son...Derpy has a son now...Like I said, this situation is weird...”

The two Marionettes looked to one another...then nodded slowly. “May we use it?” the male Marionette asked hesitantly.

The group blinked, looking to the two. “You want to use the foal making mirror?” Lyra asked, raising an eyebrow...as Derpy gave Derby a piggy back ride in the background, much to the colt's glee.

“...We've wanted to for a long time but...um...had no luck...” Upper Crust explained in a sheepish tone and blushing a little bit. “I suppose now we know why...but...it's just something we really wanted...I don't know how to explain it...We'd been worried about that after finding out the truth...but now...”

Cover Story decided to be tactful and not mention that they were originally built and designed to be Silver Spoon's parents before plans changed, thus why Jet Set had the same fur color and wore glasses. Silver had parents she'd known for years, it just wouldn't be fair to mention it to them.

“So...can we?” Jet Set questioned.

Princess Twilight found all eyes on her. “...I...don't see why not...I don't think I have the right to deny a mare the right to be a mother...”

The two walked up to the mirror...and stood there awkwardly for a few moments. “So...how does this work?” Upper Crust asked, looking over it curiously.

“Just tell it you want a kid,” Sunset explained, flying over. “Phrase it however you want to. Doesn't really matter. Though you can be kinda specific, like Derpy asking for a baby brother.”

The two androids looked to one another and nodded, then looked into the mirror. “...We wish we had a foal,” both said at once.

The mirror glowed brightly and out popped a small unicorn filly, landing with a cute little 'oof!' She was a dark yellow, almost golden color with a dark indigo mane and tail, containing a single white streak like Upper Crust's. The little filly's azure eyes flickered open and she looked up at the two with a big, cheerful smile. “...Mama! Papa!”

The two androids teared up and hugged the foal. “...I think I'm going to call her...Gold Mine. Seems fitting...” Upper Crust remarked. Jet Set nodded in agreement with a smile.

“Awwww...” was the group's collective response.

“...Wait, so is the filly a Marionette or a pony?” Riptide questioned, being practically covered in bandages.

Bright Future blinked. “That...is a good question...”

Twilight looked to Sunset with a raised eyebrow. “How did you know how the foal making mirror worked?”

The mare named after the sun gave a sheepish smile. “Oh! Celestia told me about it...long story...Hey...do you think that...” she started, looking over to the catatonic Masquerade.

The Princess of Friendship blinked...then shuddered as that thought hit her. “It...It would make sense...If she really is identical to her mother...”

“Does it really matter?” Trixie asked, limping over on her three legs, her friends quickly helping her. “...She was her daughter either way.”

For once, Trixie was okay just letting Jet Set and Upper Crust have their moment. She'd done her part, everypony had already given her their three cheers when they'd escaped Moirai...and she was probably going to get a bigger celebration later. In all honesty, after all this, a part of her just felt like laying down.

“...Hehe...at least this solves one problem,” the azure android pointed out. “...We androids can have foals now...”

The group bowed as Celestia and Luna descended. Each Princess looked like they'd had a rough night, but considering the situations they'd just returned from they were in remarkably good shape.

“S.M.I.L.E.'s other bases have been destroyed,” Luna reported in her typical regal manner. “We have apprehended as many agents as we could.”

Twilight nodded after sharing a hug with her mentor. “Moirai has been destroyed. Their leader has been captured and all but one department head has either defected or been captured.”

Celestia nodded with a warm smile. “Well done, Twilight. I am proud of you.”

The lavender Alicorn smiled widely with a blush. “Thank you...but I didn't do this alone...And I wasn't the one to defeat and capture the Director...”

The Princess of the Day looked up as Twilight beckoned Trixie over. “Oh. Hello, Miss Lulamoon.”

Trixie bowed as best she could do with only three legs.

Celestia nudged her chin up to look at her with a wing. “It appears you have been through a lot to free your people, my little pony...and to fix the mistake I made by creating S.M.I.L.E. in the first place...Thank you, Trixie.”

The azure unicorn looked faint. “T-Thank you! It...It was nothing...Trixie just wanted to be a good big sister to her family...”

The white alicorn gave a smile. “That is a fantastic answer...” The Ruler of the Day then looked at Trixie's mechanical wings.

The damaged android's optics followed her eyes. She promptly did what most ponies did when they thought the Princesses were mildly annoyed with them. “Oh! These...Trixie was meant to be an Alicorn by the Stallions! She meant no disrespect! She can-”

Celestia shook her head. “It iss quite alright, Trixie...I will not ask you to get rid of them. I cannot decide if you are worthy of them or not, only your actions can say that. And from the looks of it, you are off to a good start, my little pony.”

“...T-Thank you...Twilight?”

Twilight blinked. “Yes?”

“Trixie just found out whether or not a robot can faint...” Trixie muttered, the android doing just that.

The Princess of the Day put a hoof to her mouth to stifle a chuckle. She then turned to look over the crown...and her eyes fell on Sunset, who seemed to be trying to avoid eye contact. The white Alicorn trotted over and smiled down to her former student...who slowly looked up to her and gave a small smile in return.

Celestia gave a gasp as her eyes fell on Sunset's wings, the younger Alicorn noticing and blushing a bit...before being pulled into a hug by the Alicorn, tears of joy running down the Princess of the Day's face.

Twilight smiled as she helped Trixie up and Luna accepted the monster squad's surrender. “Operation Data, mission complete...”

Starlight gave a look. “...Not yet...” she whispered.

Mindwipe trotted through the woods, having left his escape pod behind long ago. The defeated department head groaned, holding his bruised stomach. “Stupid rebellious ponies, why couldn't they just stay in blissful ignorance! Good thing that I still have assets under an assumed name...I hear Las Pegasus is wonderful this time of year...Now, which alias should I use?”

“How about none of the above?”

=The Demon King Odio - Live-A-Live=

The stallion jumped, turning to find Starlight Glimmer standing behind him without warning. “What?! You?! How did you find me?!”

“I got a little help...” the unicorn replied, approaching him with a stern expression.“...We found your aliases in the computers. Princess Celestia just froze all of your assets.”

“What?!” the night unicorn asked, now glaring daggers at her.

“...You have nothing, you're alone, you have no where to go and no pony to help you...” Starlight explained...then gave a somewhat sympathetic look. “...I've been where you are now...I know the anger you're feeling...it won't work out. Just give up, maybe we can-”

Mindwipe interrupted her by sending off a shockwave of mind magic. “I want nothing to do with any of you! You ruined EVERYTHING!”

Starlight shook off the mind control, the anti-brainwashing spells still in effect. “...Sorry Twilight. I tried...” The unicorn now got a much more viscous look. “Fine. You liked 'Old Starlight' so much? You will get 'Old Starlight.'”

“Hello there...” said a familiar voice that sent a chill down both their spines as a pair of yellow eyes with red pupils rose up behind Starlight. “I've been waiting for a chance to give you your just desserts for messing with MY Fluttershy!”

Mindwipe cowered as Discord himself emerged from the shadows with a crack of lightning.

Starlight jumped, looking back at the anthropomorphic personification of chaos. “...Was that really necessary?”

“I'm Discord.”

“...Point taken.”

As Mindwipe tried to scramble away, Discord wrapped his tail around the night unicorn's hind legs and lifted him into the air. “Let me go, devil!”

The Spirit of Chaos laughed. “Me?! Devil! Oh, hello pot, here's a kettle,” he replied, producing a black pot and kettle. “I admit, I was a bad guy, but you brainwashed any pony you saw fit and enjoyed every minute of it. Including MY Fluttershy. Multiple times!”

Starlight cleared her throat.

“Oh...and the friends of a few of the Marionettes. Do like them honestly. After all, sapient robots stemming from pure accident is wonderfully chaotic!...But mostly mad about what you did to Fluttershy!”

“I had good reason!” Mindwipe defended, glaring daggers while trying to make his heart stop racing.

“In your mind, maybe...but then again, you still ENJOYED it didn't you?” Discord asked with a smirk. “Every minute of it. I know that playfully sadistic look in your eye! That's the playfully sadistic look in MY eye!”

“So what if I enjoyed my work?!”

Discord suddenly dropped the night unicorn like a sack of potatoes and towered over him. “So what? Let me ask you this: you caused MY Fluttershy pain, messed with her head, and hurt things she cares about. Even I don't mess with Fluttershy's head!...Anymore. And then you got away with it while the rest of your organization crumbled. So, let me ask you to consider what that all means for you. I want you to consider exactly what it truly means when you've managed to make the Spirit of Chaos himself, someone with enough magic to make an alicorn look like a second-rate stage magician and a history of being one sadistic child making the world his toy box, completely furious with you!” Discord seemed to grow bigger and more terrifying with each line until his neck arced up through the trees and came back down to glare at the now terrified night unicorn.

Starlight gave a disgusted look as she saw the ground become a bit wet under Mindwipe.

“B-But you should be torturing HER! Not me! I was doing my job and did a few memory alterations to Kindness! She was just feeding her own selfish desires with what she did!” the night unicorn pleaded.

“"True... but Discord is many things, and anything else I feel like, but I'm not hypocrite... after being forgiven TWICE for bringing Equestria to ruin... it wouldn't feel right for me to enact revenge on the mare who DIDN'T have to be turned to stone twice and be betrayed by the lord of ultimate evil to realize she was missing out on something fun.” The Spirit of Chaos suddenly shrunk down to his normal size and gave a shrug. “But lucky for you, she called dibs.”

Mindwipe blinked, looking to Starlight. “C-Called dibs?”

Starlight approached him as Discord made sure he didn't escape. “Power is neutral. It's just a tool...it's ponies that make it good and evil...” she quoted, producing a glass jar from her saddle bags. “That means evil ponies don't deserve power.”

The night unicorn's eyes went wide. “N-No! You wouldn't do that! You can't do that!”

“Why not?” Twilight's student asked in response, giving a glare. “You would. In a heartbeat.”

“What about due process?!”

“You never gave Teddy and Ace due process! You never gave ANYONE due process! So why should YOU deserve it?!”

Discord chuckled. “Honestly, I'm just happy that she's taking advantage of her grace period.”

“Grace period?” Starlight asked, raising an eyebrow.

“You know, the period of time where 'you're still learning' after turning good and can get away with morally ambiguous actions because you still 'don't know any better.'”

Starlight sighed. “...This is the last time I'm ever using this spell...” she muttered, horn glowing. “And mix it with your spell...” she said, mixing two spell orbs together.

“And a bit of MY fabulous magic...” Discord added, putting a paw to Starlight's horn and mixing it in.

“This is for Teddy, Ace, and any other poor ponies you've separated without caring at all!”

Mindwipe screamed in pain as the spell hit him, lifting him up into the air. A few moments later, his Cutie Mark was torn from its place on his flank and floated into the jar. He fell hard to the ground, panting with his eyes briefly having Discord's multi-colored circles in them. He looked back at his flank...and blinked when he saw nothing but blink fur. “N-No equal sign?”

Starlight nodded, looking at the Cutie Mark floating in the jar. “...Blank flanks are a world of potential, maybe now you can become a better person with that potential.”

“You...you...you...I'll find a way to...wait...” he replied, the night unicorn replied, looking confused. Then horrified. “The Reflection Deflection...I can't remember it!”

“Very observant of you,” Discord replied, taking the jar and putting it in a suit case filled with rocks. “We walled off that little tidbit of information. After all, taking THIS doesn't do much good if you still have that spell to use, does it?” Starlight cleared her throat and powered up her horn, the spirit of chaos tapping the spell orb she created and slamming it into her own head, causing her eyes to briefly become Discord's circles.

“Ugh...there! Now I don't remember it either!” the unicorn replied, giving a shudder. “I don't WANT to remember that spell...”

“Welcome, and now it's time for the coup de grace,” Discord said, snapping his fingers. “One Cutie Mark to the bottom of the ocean!”

Mindwipe watched in horror as the suitcase vanished in a flash of confetti. A second flash happened and Mindwipe found him in a small town somewhere even he didn't know (maybe it was Saddle Arabia) with enough bits to buy a hotel room and start over, but nothing more.

The Puppeteer Part 4- Epilogue

Something has gone wrong. We don't seem to have an archived copy of that chapter.

The Puppeteer Part 3

=Megaman Cartoon Opening (Instrumental)=

As the Marionettes stood ready to join the fray, Mecha Radiant Hope ran out, sliding to a stop next to them and looking around like an excited five year old.

“Why did we bring her?” Sunset muttered, giving a concerned look.

“It's either this, leaving her in a lab in a base that's probably going to end up exploding knowing our luck, or letting her roam the countryside with no supervision,” Twilight muttered back with a sigh. “At least here there's plenty of ponies to watch her and she can be a medic.”

“The Marionettes?!” one of the agents asked, taking a step back.

“Who's that sea pony?” asked another one, cocking his head.

“Who's that mermare?!” asked another agent in surprise.

“Is...Is that Sunset Shimmer?!” asked another, eyes wide. “Is she an alicorn?!”

Sunset blushed a little at the fact that last one seemed to get more attention than she wished it would have. “Ignore me! This isn't about me!”

“Yee-haw! They did it!” Applejack yelled, taking her hat off and swinging it around. “Way tah go!” she announced, the rest of the attackers cheering. Applejack then blinked, the oddness of her of all ponies cheery for the Flim Flam Brothers showing up not lost on her.

Rarity's eyes met Suri's and both gave each other a very awkward smile.

Rainbow Dash looked to her former bullies, but said nothing.

“Yay...” cheered Fluttershy in her normal way as she gave a smile to Iron Will.

Spitfire looked to Shining Armor. “Just so we're clear, those are the 'living robots' we're here to save, right?”

Shining Armor nodded.

“Alright then...”

“So. You had not one, but two groups other already in Moirai,” Masquerade stated as she slowly turned, without a hint of shock, surprise, or anger. “Hello, G4T01. I should have known you were one of the ones causing trouble.”

Trixie nodded, smirking. “It is Trixie's forte to be a gigantic pain in her enemy's flank, is it not?” she asked, looking over the room. If one could call it that anymore, given the damage it'd received. Both sides had stopped their offensives when the Marionettes had arrived, but from the looks of it had become stalemated. “Listen, Stallions in Black! The one and only Trixie gives you one warning!” the azure android announced, pointing to them dramatically. Close inspection of her leg would reveal a small incision made around her ankle, exposing a strip of mithril. “We Marionettes are walking out of here! We will be as free as anypony! And if you wish to stop us, we will go through you to do it! Surrender now!” she announced, the group jumping as she set off several fireworks explosions behind them for effect. “Let Trixie's people go!”

Twilight trotted over to Mecha Radiant, who was quite startled by the explosion. “Radiant, can you please go over into the nice balloon fort and start healing ponies? As far back against the wall as you can get, okay? But don't heal any of the ponies with black suits on, okay?” she asked.

The newborn android cocked her head. “Why?”

“Because they're bad ponies doing bad things, we need to arrest them before you can heal them, okay?” Twilight asked, in as calm a voice as she could manage. “Stay away from them, they're mean.”

“Okay!...What's arrest?”

“When you put bad ponies in jail so they can't hurt anypony.”

“Oh...okay!” the newborn android replied, galloping off like a school filly and practically jumping over the balloon fort's walls.

“You will not,” replied Masquerade, still as a statue and doll-like eyes directly on Trixie. “You are our property. And until we decide you are not, you will remain it. That is your role and purpose. No more, no less.”

The remaining Stallions on her side had sworn to be resolute to their leader's cause, and they kept their word. None of them budged.

Trixie gave a smirk. “Alright then. Trixie warned you. If you will not let her family go, Trixie will make you! Father, care to do the honors?”

“Oh! Right!” Bright Future said, clearing his throat. “G4T01: Access Code-”

“Father, you're a scientist!” the android interjected, then gave a smile. “She knows you can do it bigger.”

“Hehe...you're right...” Bright Future replied, giving a blush before putting his suit to do an over the top pose. “G4T01! Access Code 777! Initialize Apotheosis Protocol!”

“I see,” Masquerade said without hesitation, launching several magic gears at the android. Her remaining loyal unicorn agents all opened fire along with her. Before they could reach their target, Twilight, Starlight, and Sunset put up a shield and blocked the assault.

=Unmei no hi – Tamashii vs Tamashii – Dragonball Z=

Trixie's eyes suddenly lit up bright blue.

“VOICE RECOGNITION ACCEPTED.”

“I thought all her failsafes were fried...” Sunset pointed out as they shielded her.

“Not a failsafe,” Bright Future replied. “It's a protocol, one only ever installed in her.”

“LIMITORS RELEASED. APOTHEOSIS.EXE FULLY ONLINE.”

The additional hydraulics in her legs sprung unlocked with an audible clank. “Let's make this showy, shall we?!” Trixie yelled as she jumped high into the air using the additional strength, throwing her cape out and letting it flow, revealing each leg had a thin incision around the ankle to expose mithril, the same true with her neck. She then used her magic to create a sparkling effect around her just for show.

“BEGINNING PROPORTIONAL ADJUSTMENTS.”

Trixie threw her front legs out with a flourish, an audible clank accompanying telescoping parts extending and increasing the length of each leg to match Twilight's Alicorn proportions. She put her hind legs close together and allowed the same to happen. With each, the extension caused the careful incisions to reveal more metal, giving the impression of bracelets rather than simply exposed parts. The azure android curled up and then threw her head back, her neck telescoping outwards with the now exposed metal giving the impression of a necklace and her body seeming to reconfigure itself slightly to better fit the proportions of legs and thus a 'newborn' Alicorn.

She threw her hat off with her magic, revealing her horn had a small bit of false skin was cut off the end, allowing for the tip of her metal horn to cleanly emerge as her horn telescoped out, giving the appearance of a horn cap at the end. Her hat landed back on her head in such a way as to allow her horn to be visible.

“WING MODULE FULLY OPPERATIONAL.”

Two mechanical wings flew out from Trixie's sides, lines running through them burning bright with blue mana as they crackled with lightning.

Trixie smirked, horn glowing and creating sizable fireworks explosion behind her as she took the most fitting magical filly pose she could manage.

“G4T01 TRANSFORMATION COMPLETE.”

The azure android hovered in the air, wings flapping softly. “Behold! Trixie 3.0!” she announced, giving a proud smirk. “Or EX Trixie...Or Super Trixie...Or Trixie NEO...”

“Show off...” Lightning Dust replied, rolling her eyes as everypony on both sides stared in shock and awe.

“Let her have this, she's earned it...” Sunset reminded, giving her a nudge. “At least she didn't say PRINCESS Trixie...”

“Technically the proper name in the schematics was 'G4T01 Complete,'” Bright Future explained with a chuckle.

Twilight looked to the scientist. “Why did you include a transformaton sequence in her design when you could've just built a new body for her to transfer into?”

“Oh, that's simple,” the sea pony scientist replied. “It took less time to install her extra components than to transfer her CPU into another body...and it's also much cooler.”

“And why didn't we do it backstage?”

“Because she didn't want to.”

Trixie took a moment to reign herself in...a little bit as she hovered on her new wings. “Now! Trixie will put what YOU wanted to give Trixie without meaning to good use! By freeing her people and being the best big sister she can be! That is what these wings mean to Trixie!”

Riptide looked down at Bright Future. “You sure you want to do this?”

Bright Future nodded, looking up to the larger merpony. “Indeed...I want to do what's right for Equestria, and I can't do that stuck in this place.”

The mermare lowered her head and looked him in the eye...then kissed his dome, the sea pony blushing. “Alright, sweetheart. Where you go, I go...just keep in mind I don't have as much water to work with, I've barely got any mana left, and I just got electrocuted...Like, a lot.”

“Be careful, my sweet.”

“And can we finally get married when all this is over now that the Stallions aren't lurking over our shoulders every second?”

“So apparently Riptide is his fillyfriend...” Sunset pointed out, looking over as the two shared a nuzzle.

Starlight nodded. “Who knew?”

Masquerade watched this show of affection with a look of pure apathy. “And that is attachments are a detriment to our organization.”

Lightning Dust secretly wondered if that meant she'd have to call Riptide mom soon.

“Alright, everypony ready?” Flim asked, looking to the rest of their 'crew.' Twilight, Sunset, and Starlight kept up their force-field so they could do their thing.

“As we'll ever be...” Svengallop replied with a sigh. “Just so you know, I'm only doing this because I don't want to be owe you all something for saving me!”

“Alright! Father, hop aboard!” Flam announced, waving Bright Future over.

Bright Future nodded, marching his mecha suit over in front of their machine...after giving Riptide another smile.

“Are you sure this crazy thing is going to work?” Jet Set asked, looking over the controls. Thankfully during the digital talk, Trixie had used her admin privileges combined with the Flim Flam Brother's ideas to make a prototype one for them to get some practice with.

“Of course it will, my friend! After all, it was modified by the combined brilliance of the World Famous Flim Flam Brothers and their equally brilliant father!” the brothers announced in tandem.

“They're not wrong...” Bright Future replied, the sea pony looking back. “Their AI's mental capacity IS modeled after mine. Though physically they are based off two old agents who left the organization in disgrace. Seemed fitting given the intended role.”

Flam finally pressed a button, causing what was once a cider maker to extend a pair of robotic limbs, picking up Bright Futures and placing him at the top of the machine. The suit's legs fit into a port on top that closed up around his waist to secure him while cables connected into his suit where the barrel for cider used to be.

“Syncing up mana engine!” Bright Future announced, tapping away at his console in his little bowl. The engine of the machine revved up and several robotic arms extended from hidden compartments, each ending in a mechanical fist as a dome closed over the cockpit where the Marionettes sat. “All systems are go!”

“Say hello to the...” Flam started, then blinked and tapped his chin. “What exactly did we call this again?”

“How about the 'Metal Crusher Marionette Liberator 9,000?'” Flim suggested.

“...Hmm, it seems to be missing a certain finesse...” his twin replied.

“How about we forget the name and focus on freeing ourselves, m'kay?” Suri interjected with a sarcastic tone.

“...Fair enough...”

“Okay, I know they got that from the lab and upgraded it...” Starlight commented, pointing to the mecha that had once been a cider maker. “But where exactly did those two get armor?” she asked, pointing to Iron Will and Teddy.

“Iron Will found some extra steel plates and bent them into armor with his bare hands!” Iron Will shouted in the manliest way possible.

“...You do realize you're already made of metal alright, right?”

“Yeah, but it looks more intimidating!” the minotaur Marionette replied.

“And looks cooler!” Teddy commended, slamming the gauntlets he was wearing together.

“Alright, fellas, let's do this!” Ace told the sports trio as he lowered a white face covering hockey mask over his face that somewhat resembled a skull and took a hockey stick out of a golf bag carried on his back (along with several other similar items). The sports trio all produced various sports equipment to use as weaponry.

“Alright, Marionettes! Let's do this! CHARGE!” Trixie announced, pointing forwards. “For freedom!”

=I'm My Own Master Now – Metal Gear Rising Revengance=

“There are no more strings on us!” the mecha alicorn announced as flew up and began raining down magical beams and fireworks explosions on the agents as the battle reignited.

Iron Will let Teddy climb up on his hand and tossed the smaller, but much heavier, android into a mob of agents with his great strength. Teddy slammed into them like a bowling ball, with his 'little brother' charging in like a bull soon after to clothesline the ones that got up. “Iron Will's got your back, little buddy!”

“And I've got yours!” Teddy announced, diving between Iron Will's legs and sweeping an agent behind him off his hooves. “No way either of us isn't getting home to...well...you know...Our special some...creatures?”

“Good enough!”

“LET'S DO THIS!” both shouted, standing back to back and fighting together.

“Heads up, dudes!” shouted Hoops, pointing to another group of agents charging them.

“Alright, let 'em have it boys!” Ace called, dropping several hockey pucks in front of the group and all four launching them at the agents in waves. Twilight and the others had provided them with an enchanted bag full of ammo.

Riptide panted, forcing herself to rise on her pillar of water and absorbing what spilled water from the ruptured pipes she could manage and forming them into a small tidal wave and a few staffs (non-lethal, Twilight's orders). “I might be hurt, but I'm still me!” she called, charging into battle, but constantly keeping an eye on her coltfriend. Severely weakened or not, she was still a (former) department head.

“Behind us!” Bright Future called, looking behind them as some pegasus agents rained lightning down at them, causing some sparks to fly. He was currently preoccupied using one set of mechanical arms to guard the sides.

“Is this the right lever?” Upper Crust asked, pointing to one of the levers on her panel and got a nod. She pulled it as the Flim Flam Brothers swung around the machine, one of the mechanical arms swatting the agents away.

“Got the ones on the right!” Suri called, doing much the same to another group.

Fluttershy gave an eep, having been cornered by a few agents. “You should just go home, Miss Fluttershy. You are an Element of Harmony. Invaluable,” said one of them.

“My friends need me!” she called back, managing to get a bit of courage up. The agents simply began approaching...until one of them got tapped on the shoulder and punched out by Trail Cutter as he turned around. The other jumped at the android, only to be caught between his massive front legs, lifted into the air, and then slammed hard into the ground with a powerbomb.

Trail Cutter then looked down at Fluttershy. “Are you Fluttershy?”

The mare, who had been cowering, blinked, looking up. “Y-Yes...”

The green android gave a small, but warm smile. “I am G4T11. But please call me Trail Cutter. Princess Twilight told me you like birds...I like birds. Perhaps we can be friends?” he asked, managing a little more emotion in his voice than before as he offered a hoof to help her up.

“Oh...thank you. I would love to be your friend,” the shy pegasus replied, accepting his hoof and being helped up. “Um...I've been helping ponies that got hurt...”

“Understood, please lead the way. I will assist you...friend.”

“Sorry I'm late, lead pony!” called Lightning Dust, flying up and drop kicking an agent who'd been trying to attack Rainbow Dash from behind.

Rainbow Dash smirked. “No prob. Let's do this, wing pony!”

“Don't forget us!” Gilda called, her and Greta joining as the four stood back-to-back to ensure none of them got snuck up on.

“Gear Shift!” called Cover Story, galloping over and sliding to a stop as Gear Shift landed next to him. Both finally threw off their suits and took a fighting stance. “Glad to be back with you, partner.”

Gear Shift patted him on the shoulder. “You know it. Now come on, this mission is almost over.”

“Got your back, Starlight!” called Nightglider, now sporting a black eye as she flew around Starlight. The pegasus pulled Double Diamond behind her, allowing him to slam into several Stallions in Black with his skis. Sugar Belle tossed several pies from her roost on the balloon fortress, blinding several agents. Party Favor was too busy keeping the fortress going, but gave Starlight a wave.

Starlight gave a small smile. “Thank you...” she said, before letting loose with her magic on the now blinded agents.

Twilight let loose with various spells at the surrounding agents as only she, Starlight, and Sunset could do (and were doing)...then looked to Well-To-Do, who was simply standing there. “I thought you said you'd help!”

“Oh, I did. But about that deal: could I perhaps have...6 bits for every agent I bring in?” Well-To-Do asked, sounding like a slimy used cart salesman.

“...” The lavender alicorn's eye twitched. “Sure! Why not!”

“Pleasure doing business with you!” the minotaur android replied and charged into battle. While not the most combat skilled model compared to Iron Will, he was STILL a Minotaur made of metal, and slammed his way into a few agents.

“...I'm almost tempted to get him on those kidnapping charges I could have arrested him for back then...” the Princess of Friendship muttered before flying up and raining down a barrage.

=Power of NEO - Undertale=

Masquerade watched this and turned back to her three opponents. “It appears that I will need to use my strongest attack for this situation.”

Shining Armor, Spitfire, and Spoiled Rich all prepared for battle, Masquerade focusing as her horn glowed brightly and her entire body was surrounded by white magic. Gears formed and rotated around her, as if something big was about to be assembled. The ground around her began to shake as she lifted into the air.

...Until another wall practically exploded and out came the giant cyclops pony with Lyra on his back. “Let's get 'em, big guy!”

The cyclops gave a roar and rushed into the fighting.

Lemon Hearts emerged out of the smoke and summoned a SECOND giant lemon familiar...which quickly nuzzled her first one and their new 'child'. “Finally! Let's end this!” she called, putting the baby one in her saddle bags.

“The cavalry's here!” Minuette shouted, blinking in and beginning to fire magic beams from various angles, Twinkle Shine quickly doing the same with her lightspeed dash. Moon Dancer and Bon Bon simply trotted in behind them, Gypsy standing between them.

“Well, looks like we're a little late...” Moon Dancer said. Her eyes went wide as Trixie flew over head, unleashing various spells on the agents. “And apparently Trixie is an Alicorn now...” The unicorn then watched Sunset fly up high and fire down several magic beams. “And Gypsy was right about Sunset being one...You know what? I'm just going to say 'it's Equestria' and be done with it.” The scholar then teleported and began firing her own vast variety of spells.

Bon Bon looked around at the fight going on. “Looks like we're the last ones to get here...let me guess, there's a reason for that?”

Gypsy nodded, trotting forwards...at which point her eyes lit up and let loose a telekinetic shockwave that sent the agents around them flying. “...Is it wrong that felt kind of good?”

“...Given what happened to you, probably not.”

Masquerade paused her powering up and examined the now different situation. Her expression remained unchanging...as she simply lowered back to the ground, dissipating her magic and slowly trotting away.

“Hey! Where are you going?!” Spitfire asked, blinking.

“That is strategic information that I do not feel needs revealed right now. Hold down the fort until I return, agents,” the Director replied, not even looking back as several agents came to block their path. She dropped several large magic gears between her and them, interlocking to form a wall. She proceeded to telekinetically pull the gold pin from her suit that, while dented, had survived and examined the 'Puppeteer' embroidered on the back. She produced her communicator and turned it on.

“What are changelings?” the mare on Mindwipe's table asked.

“Woops, went too far...”

Before Mindwipe could do anything further, his communicator ringed.

The night unicorn in question gave an annoyed groan, then reinforced his door as several of Alpha Hoof's men tried to bust it down for the third time. “Memory Squad Head Mindwipe reporting. What is it?”

“This is the Director. I need time to activate Project Puppeteer and am likely going to have hostiles in pursuit. Meet me in hallway C on level 3, I require you and your department to hold them off.”

Mindwipe gave a sigh of annoyance. “I'm working on a subject and Alpha Hoof's men have gone insane. They're trying to bust down my door!”

“Leave them. This is more important. It has become apparent my stratagem will fail now that too many reinforcements have arrived for Prince Shining Armor,” Masquerade replied with no sense of annoyance or urgency.

“Fine, I'm on my way...Come on boys!”

Masquerade continued her walk, ignoring everypony around her. “Miss. Marshmallow. Come.”

The maid, who until this moment had been in the corner, ignored by both sides but never losing her permanent smile, leapt to her hooves and danced over. “Yes Director!” she exclaimed, then looked her master over. “You're injured!” she stated, seeming...slightly less happy.

“Yes, probably rather badly,” the mare replied, but certainly didn't let her expression or tone show it. “Those three were not playing around. That final attack was particularly painful.”

“Do you require medical attention?!”

“Most likely, but I do not have the time. At this rate, the additional firepower they just received should be more than enough to finish us off. Especially the Oracle. I am going to activate Project Puppeteer.”

“I am required to inform you that Project Puppeteer is an unfinished, untested prototype! It would be extremely dangerous to use even if you were in perfect health!” Marshmallow replied, though still cheery enough to make Pinkie Pie pause.

“I know. I have to at least try. Even my ultimate spell is too much of a mana guzzler to last against this many opponents.”

“Okay then!”

“Head on ahead and prepare G5T00 for deployment.”

“Okay!” the maid called back, practically skipping on ahead.

Trixie, flying above, looked down and noticed this. “Come back here!” she yelled, diving at the fleeing director. She had to stop her dive and evade several magic gears. “Masquerade is escaping!”

“We can't let her get away, come on!” Twilight called to Starlight and Sunset, the trio blasting several agents back with a magical shockwave.

Starlight stopped and looked at her friends.

“Don't worry! We've got this!” called Double Diamond, giving a wave.

Starlight nodded hesitantly and followed the other two.

“Lightning Dust, Gilda! Hold down the fort! We've got a big baddie to take down!” Rainbow Dash called.

“Don't worry, we've got this!” Gilda called. She blocked a punch and kneed her opponent in the gut and Lightning Dust was pretty much doing what Rainbow Dash had been.

“Thanks! Come on girls!” the cyan pegasus called and flying off with as Applejack and Rarity took off as well.

“My friends are calling me! Can you two keep the party going?” Pinkie Pie asked her fellow party ponies.

“Don't worry, Pinkie Pie! This party isn't stopping any time soon!” Cheese Sandwich replied as he and Party Favor continued maintaining the 'party fort'.

“Okey dokey lokey!” the pink party pony replied, jumping into a party cannon and launching herself off.

“Huh?” Fluttershy asked, turning to see the others taking off. “Oh! Wait for me!” she called, then eeped as several agents stood in her way.

“What seems to be the problem, Fluttershy,” Trail Cutter asked as he stepped between the shy pegasus and the agents.

“My friends need me! I need to get through!” Fluttershy replied, putting her hoof down and looking as serious as she could. She wished the Stallions weren't all wearing sunglasses, or she could just use the Stare to get through.

“I see. Sirs, I am afraid I must ask you to step aside,” the huge android stated, taking a per-charge stance. “My friend needs to get through.”

Bon Bon's head shot up at Trixie's words as she kicked an agent to the ground. “What?!”

Gypsy threw several agents into the air and slammed them around with a telekinetic tornado. Her eyes glowed for a moment and she looked to the beige earth pony “Masquerade is hurt pretty badly, once her adrenaline rush wears off she'll be weakened considerably...but if she gets away she still has more than enough information to do damage once she recovers.”

“Not happening!” Bon Bon yelled back, charging after the Director.

Lyra blinked, watching this conversation. “Bon Bon!” she called, then looked to the cyclops pony. “Hey, big guy, can you keep helping here?”

The cyclops pony nodded with a grunt.

The green unicorn nodded, leaping off his back and running after her friend as they all pursued the Director and the battle continued to rage with the Stallions beginning to be driven back.

“Are they ready to go?” Masquerade asked, walking up as her maid tapped away on the pads of several large Marionette pods in a dark room. Several chains and locks laid scattered on the ground by the door. The mare now had a pounced limp in one of her hind legs.

“Yes, Director! They're ready!” the maid replied with a cheery salute.

A few moments later, the ponies came galloping down the hallway, Masquerade and Marshmallow continuing on along.

“We're catching up!” Rainbow Dash called.

“Masquerade's limping,” Bon Bon pointed out. “She really is hurt! If we catch her we should be able to take her down!” she announced...right before the open door the Director had emerged from a few moments prior, and a good chunk of the wall around it, was ripped apart.

The group slid to a stop as the smoke cleared to reveal a towering bull with a black hat atop his head and sideburns on his face. Four more smaller bulls of various types emerged one by one and stood behind him.

“It's Longhorn!” Applejack called, eyes wide as the group took a step back.

The massive bull and his crew merely stared at them with emotionless faces and slowly began to approach the group.

“They're like Lightning Dust! Lights on but no pony home!” Rainbow Dash commented, getting ready for a fight.

“Masquerade must have turned them on to slow us down!” Trixie pointed out, taking a fighting pose of her own as she hovered in the air.

“We don't have time for this! Girls! Let's do this!” Twilight shouted as her, Starlight, and Sunset teleported to each bull's back and put a horn to their failsafes as they tried to buck them off. Once they fired off the overloading spell, Twilight and Starlight teleported and fired off the spell a second time.

“Ugh...” groaned Starlight as the three teleported back and began eating mana restoring candy. “Let's not do that again...”

Applejack cautiously approached the giant bull. “Okay, you guys' failsafes are busted up. Yer free...”

As the bulls snapped out of the trance, Longhorn blinked in confusion and looked down at them. “Failsafes?”

“Voice in your head screaming at you to do what you don't want to,” Trixie explained quickly. “Also you're robots, you're alive, in fact your immortal. Congrats! There's also various things we don't have time to explain right now! Help us free you and we'll gladly explain then!”

The lead bull blinked in confusion slowly smirked. “That voice in my head...oh yeah...thank yah...” He then gave an innocent look, holding his hat in a humble fashion. “So we can do whatever we wanna do?”

“Pretty much...” Applejack replied, still cautious.

“In that case...”

The orange Earth Pony's eyes went wide as the big bull swung his hoof and sent her slamming through a nearby wall.

“Good! Cause Ah wanna kill ya!” the bull android roared, a bloodthristy look suddenly on his face.

“Applejack!” the others yelled, eyes wide.

Longhorn and his gang began to laugh. “Thank yah. Those blasted things were holdin' us back!” the big bull android cackled, he and his gang getting psychopathic smiles and approaching them with a deliberate stride. “That little voice in mah head this whole time has been drivin' meh nuts!”

“Yeah, mighty kind of yah tah turn it off,” said another one.

Trixie gave an annoyed sigh. “...Right...psycho prototypes...Their failsafes would just be holding them back...”

“I didn't know!” Twilight exclaimed, the group backing up a bit. “Look, the Stallions enslaved you too! Don't you want to get out of here?!”

Longhorn chuckled, eyes narrowing. “Oh Tartarus yes! But yah see, here's the thing, ponies...” The bull took a swipe at the Princess, forcing her to jump back. “Ah don't like yah either! So here's what's gonna happen. We're gonna smash you up, then we're gonna smash this whole dang place up! Then we're gonna go out and have some fun! And guess what? Since we're immortal, it ain't gonna end!”

The massive bull android raised his hooves to strike the Princess of Friendship.

“Not so fast...”

The group turned as Applejack dusted herself up and emerged from the hole she'd been knocked through, having a few more bruises. She was thankful for Earth Pony durability. The mare narrowed her eyes at the bull android with a cold fury. “Twilight?”

“Yes, Applejack?” Twilight questioned.

“Just so we're clear, from the sound of it that bad stuff they did back there with mah uncle was all them?” the orange mare asked.

“Yes...”

“And they're in control of themselves?”

“Looks like it.”

Applejack cracked her neck. “So in other words, this time we can tan their hides?”

Twilight nodded. “Yes.”

“So the little pony isn't going to 'hold back' this time cause Ah'm a robot?” Longhorn mocked, remembering last they met.

“We're not holding back because you're psychopaths!” the lavender Alicorn replied.

“Good, now you all keep goin' after Masquerade, Ah've got some haunches to kick!” Applejack called, snorting hot air out her nose.

Rainbow Dash landed next to her with a smirk. “Yeah, I've been wanting to kick their flanks for awhile now! We've got this!”

Pinkie Pie hopped over next to Applejack. “Yeah! And her uncle is...well, not my uncle but...I'll get back to you on that!”

Longhorn laughed. “Really? And what are you little ponies gonna do tah even get PASSED us!”

Twilight answered that by blasting one of the bulls with a magic beam and trapping them in a huge purple crystal in an instant. The other androids took cover to avoid similar beams as Twilight and company dashed past. Truthfully, the only reason she didn't stay and do the same to all of them was because Masquerade was getting more distance on them by the second. “Good luck, Applejack!”

“Yes, do teach those ruffians a lessen!” Rarity called, continuing on.

“As the eldest Marionette, Trixie gives you permission to give her little brothers the biggest spanking of their lives!” Trixie called, waving as she flew off with the others.

“Come back here!” Longhorn bellowed, turning to charge after her...before Rainbow Dash flew around and kicked him in the face hard enough to stagger him.

“Do you really want to fight Twilight? She'd mop the floor with you,” Rainbow Dash countered with a smirk. “If she wasn't in a rush to deal with the big bad guy she'd have done it already, so we'll just have to do it for her!”

“And what makes yah think yah can?!” the bull android bellowed, he and his three unfrozen comrades pawing the ground. “We've got nothin' holdin' us back!”

“Simple: we don't need tah either! We just gotta leave that computer in your big fat head in one piece!” Applejack replied, givin' a smirk. “Yah all got lucky last time!”

The two groups charged each other and began to fight.

The rest of the group continued to gallop forwards.

“Something's off here,” Bon Bon said, looking to the others. “We've passed seven or eight escape pod bays. If she was trying to escape, she'd have already done it...”

“Trap?” Sunset asked, looking over as the three alicorns (well, two alicorns and one mecha alicorn).

“No, we disabled the defenses, there shouldn't be any traps left...” the beige Earth Pony replied. “...Masquerade is the best fighter in the entire agency, but Gypsy said she's badly hurt and you saw her limping. Her adrenaline must be wearing off and those injuries are catching up to her. The only thing that makes any sense is she threw G5T00 at us to wear us down too.”

“So in other words, she's weakened and trying to pull us down to her level?” Starlight asked.

“Most likely. Seems like Applejack had the right idea, if we just fight through we'll be doing exactly what she wants. Whoever reaches her should be as fresh as they can be.”

Before the conversation could continue, a squad of agents emerged and assembled in their path. About half of them were bat ponies and night unicorns.

“Well well well...”

=Collective Consciousness – Metal Gear Rising: Revengeance=

The group came skidding to a stop as Mindwipe stepped forwards, staying behind his men in a refined and cultured stance. “Agent Sweetie Drops. Long time no see. I remember how much of a fight you put up when I had to 'correct' your memories. Quite a strong will you've got there.”

“Mindwipe...” Bon Bon muttered, glaring daggers and snorting hot air out her nose.

“That's Mindwipe?” Starlight asked, suddenly glaring at the night unicorn.

Mindwipe's horn glowed and he sent a shockwave of magic over the group. Trixie was naturally unaffected, a magic dome flickered around Starlight, Bon Bon, and Lyra's heads, and Twilight, Rarity, and Sunset's eyes glowed their respective Rainbow Power colors and shattered the magic off.

“That won't work on us, darling,” Rarity replied, giving a smile after shaking her head to clear it.

“Oh no! My mind magic doesn't work on you, whatever shall I do?!” Mindwipe asked...then smirked. “How about this? Gentlestallions! I have need of you!”

“Yes sir!” his agents replied collectively, turning to him and throwing off their sunglasses. Mindwipe sent off a shockwave of magic. The agents' bodies when stiff as statues before they turned as one, eyes glowing the same color as his magic.

The nightstallion gave a smirk. “I am assuming direct control,” he said, the agents mimicking his voice and saying the exact same words.

Lyra shuddered. “Okay, that's the third creepiest thing I have ever seen!” she muttered, having flashbacks to Chrysalis putting her and the other bridesmaids under her control.

“You're controlling them?!” Sunset asked, looking as the agents approached them, moving in complete sync like wind up soldiers. She shuddered, remembering the events of the Fall Formal clear as day.

“Mindwipe is a department head,” Bon Bon explained, putting a comforting hoof on Lyra's back. “But there's a reason he was always the lowest ranked out of them: he's a coward.”

The commander of Memory Squad gave a chuckle, never losing his refined air. “Coward? Oh, I wouldn't say that. Though I will admit, I prefer a hoofsoff approach whenever possible. Not really one for experiencing pain. But does it really matter? Everypony is so much happier when their thoughts, their actions, their very memories are things they don't need to worry about. That is why you ponies should be happy you got to live in blissful ignorance of all the ugly things that go bump in the night while we fought for you. Don't you see that how things were already was for the best? No pony having to really put effort into finding their destiny or their future because we controlled everything. No pony having to be afraid because they can't remember those painful, frightening sights. Nice little puppets being cared for by us caring puppetmasters.”

Starlight snarled and immediately let off a shockwave of magic, flooring the brainwashed agents. “SHUT UP!”

“What's a matter, Starlight Glimmer?” Mindwipe questioned, giving a chuckle. His horn glowed and he raised his hooves before giving a clap. Memory Squad simply rose right back to their hooves as if they were zombies. “My little speech give you Our Town flashbacks? Lovely little operation you had there, I was quite a fan of it. No pony needing to think, or try, or do. Just living in blissful oneness while burying prejudice and feelings of inferiority deep under a mask of ignorance.”

The thing that made Starlight feel sick wasn't being reminded of her past actions. It was that Mindwipe, a pony who would rip ponies away from their friends and make them forget ever making them, had had no hint of insult or sarcasm in his voice talking about them. He was genuinely praising.

“Twilight, you girls move on ahead...” Bon Bon said, taking a fighting stance. “He's the one department head I know for a fact I can beat down.”

“Not alone, Bonnie,” Lyra replied, taking one of her own.

“...Twilight,” Starlight said, stepping back next to the two. “...I'll stay here and help them...”

Twilight's eyes went wide. “Starlight?! But...”

“I don't want him to do what he did to Teddy and Ace's friends ever again!” Starlight roared, glaring daggers. “I want to help stop him!”

“Teddy and Ace?...I don't recall those names...” said Mindwipe, tapping his chin absent mindedly.

“...G2T01 and G2T02,” Twilight's student replied, glaring back at the night unicorn.

“Oh! Them!...Hmm, you know, I know I corrected memories there, but can't for the life of me remember what the story was...”

The group looked at him in shock and horror. “You...you don't remember?!”

The captain of the memory squad shrugged. “I've done so many memory rewrites, how could I possibly remember them all? Think of it like how a writer or composer does both works they're passionate about and those they're not. They tend to forget the 'quick money' ones that weren't particularly interesting, but really remember the ones that were a joy to do. Like Miss Drops' for example. There was a story worth writing!”

“...I rest my case,” growled Starlight, glaring daggers.

“Just go!” Bon Bon interjected. “The longer you wait, the more trouble Masquerade will have ready for you when you get there!”

“Twilight, as much as Trixie would like to kick his flank for what he did to her brother's friends,” Trixie remarked, the mecha Alicorn hovering just because she could. “Bon Bon has a point. Masquerade needs to be put down.”

“...Fine, I'll trust you, Starlight. But be careful,” Twilight said, taking a deep breath.

Starlight gasped. “You..You trust me?”

The Princess of Friendship nodded. “...Yes, I do.”

“Thank you...You won't regret it.”

Mindwipe gave a chuckle. “And what makes you think you'll get past me?” he asked, his agents speaking in sync with him. Like they were an extension of himself rather than other ponies.

Trixie then gave a smirk, seeming to flicker like an illusion. “Because Trixie is currently behind you,” she said, her voice coming from behind him.

The night unicorn spun around and blasted what looked like Trixie...only for his beam to go right through harmlessly.

Moments later, Trixie, Sunset, and Twilight teleported a good distance down the hallway, bringing Rarity with them. “Rule of thumb: never take a stage magician's words at face value!” the mecha Alicorn mocked, sticking out her tongue as the quartet continued down the hallway.

Mindwipe snarled and prepared to give chase with his army...when he had to jump back to dodge a giant magic hand trying to crush him.

“Don't forget us,” Lyra stated, summoning several magic hands around her. “...Why do we keep ending up with the creepy ones?”

“Just our luck...” Bon Bon replied, cracking her neck.

Starlight tried to do the intelligent thing and just put the agents in a crystal prison, but Mindwipe moved his hooves like a conductor at a symphony, causing them to move and dodge with ease.

“Fine then,” the memory squad head said. “I will let the Director handle her own business...besides, she still has one more line of defense.” The night unicorn then threw his hooves forwards.

The agents charged and began their attack, Lyra managing to hold her own, but quickly realizing something. “Uh, Bon Bon, these guys feel tougher!” she shouted, getting punched and knocked to the ground. She quickly sucker punched her opponent with a magic hand.

Starlight blasted several agents to the ground and followed up with a stun spell...but they just got right back up. “I just hit them with a stun spell! How are they getting back up?!”

Mindwipe chuckled, still moving his hooves and horn like a conductor. “They have given their bodies completely to my will with no resistance. I can make them fight until their dying breath now and turn off any pesky limiters the body has I feel like.”

Starlight simply teleported and tried to blast Mindwipe, but one his unicorn agents jumped in the way and shielded him before punching the unicorn in the jaw and knocking her back.

“Okay, so three Alicorns and a fashionista vs a badly injured mare and her maid,” Trixie remarked, the trio flying down the hallway with Twilight carrying Rarity on her back. “Those aren't too bad of odds.”

“Don't get cocky, Masquerade probably has some sort of trick up her sleeves,” Sunset warned. “We need to take her down if we want to end this, and she knows that.”

Twilight nodded in agreement. “She's right, we can't know what to expect...”

What met them at the entrance to the final hallway, however, was certainly not what any of them were expecting.

“Hello, my name is Miss Marshmallow!” said the maid, standing in front of the doorway with her big grin and giving a curtsy. “The Director is not accepting visitors right now!”

The group looked to each other, then to the petite maid. “That maid outfit is so outdated...” Rarity commented in a whisper to her friends.

“Look...we don't have time for this...” Sunset said, trotting forwards and trying to just get past her. “Just let us through, we don't want to hurt you.”

The maid suddenly lifted Sunset over her head and physically tossed her back into the others with no real effort. “I have no such compulsions! Hehe!”

“What the...” Sunset asked, blinking as they group got back to their hooves. “Okay, there's no way she can be that strong!”

Twilight quickly did a scan...then gasped when the x-ray revealed metal beneath her skin. “She's...she's a Marionette!”

“What?!” Trixie asked, eyes going wide.

=Megalo Strike Back – I Miss You Earthbound 2012 =

“I know!” Miss Marshmallow shouted cheerfully, eyes turning a blood red. She held one hoof forward...and her skin ripped itself apart as the metal inside spun, revealing revolving cylinder with multiple barrels arranged in a circle. Blood red mana ran through the lines along her metal endoskeleton, unlike the bright red of the G2 Marionettes or the blue of the G4.

“...Huh...you know, I kinda expected Masquerade to be the robot,” Sunset commented...before the group screamed as Miss Marshmallow's metal cylinder spun at high speeds and began shooting rapid-fire magic beams at the group, forcing them to duck and cover.

“My hat!” Rarity screamed, having managed to dodge but her clothing not being so lucky and was torn to shreds. “Do you have any idea how long it took to make that?!”

“Fry her failsafes already!” Trixie yelled, teleporting as best she could to avoid the attacks.

Twilight nodded and teleported right above Miss Marshmallow, preparing to do just that...then gasped as she tried to pinpoint them with an x-ray vision spell. “Where are her failsafes?!” she asked, her scan simply showing metal where the devices would normally be.

“That's because I don't have any!” Marshmallow chimed in...then her forehead burst open and revealed a cannon that blasted Twilight into the ceiling with a beam of magic. “I do have a cranium mounted cannon though!” The lavender alicorn then had to teleport out of the way of an assault by the 'maid's' gatling gun. “I'm no A Series Marionette, Princess! No A Series!” she chimed, sounding like a little filly quoting her favorite show instead of a homicidal android.

“Okay, so the maid was actually a mecha bodyguard...who knew?” Trixie asked in a flat voice as she and Sunset charged, the later using a shield to protect them from the onslaught.

“I did!” Marshmallow answered, never losing her grin or child-like mannerisms. “Oh! Want to see something really cool! Initiating Destroy Protocol! Access code: Let's Play!” she called, doing a pose resembling a child pretending to be a magical filly. At that, two missile launchers suddenly emerged from her sides, ripping her maid outfit to shreds. Her other front leg became another gatling gun and she stood up on her hind legs. While the false skin remained on most of her head, the rest was torn apart, revealing her endoskeleton (and a few more weapons housed in her chest cavity), a blood red mana engine visible in the center of her chest with chaotic energy inside.

“DESTROY.EXE FULLY ONLINE!”

Sunset and Trixie skidded to a stop as Marshmallow's missiles fired and shattered Sunset's shield on impact, forcing the two to fall back as an onslaught of weapons was unleashed upon them.

“I'd say I was surprised, but Bright Future did say they made him make a few weapons. My question is if they can do this, why the buck didn't they make more?!” Sunset asked, the group trying to block or dodge the maelstrom of attacks sent their way.

“Because it always went horribly wrong! It's why I don't have a number!” Marshmallow answered, never losing her cheery demeanor even as she turned most of the room into swiss cheese trying to destroy them. Sounding more like a child playing a game. Twilight fired a magic beam at her, but four small mechanical limbs extended from her chest, forming a barrier in front of her to block it. “It turns out when you try to turn off emotions in the main computer of a Marionette, they tend to go violently insane! And apparently having weapons erupt out of your body is incredibly traumatic! I wouldn't know, I don't have a trauma circuit!”

“Okay, that answers that,” Sunset replied, weaving as best she could, but having to use her shield sparingly to avoid having missiles launched at her. “So what do we do now?! Failsafe frying won't work!”

“And we still need to get past her to stop Masquerade!” Twilight pointed out, giving an eep and ducking under a missile that exploded down the hallway as Rarity prematurely detonated another missile with a piece of rubble shot with precision and power.

Trixie looked at Masquerade's final guardian. “You KNOW you're a Marionette and you're still fighting for S.M.I.L.E.?! How can you let the Director do this to your own people?!" The azure android then had to dodge a blast of Marshmallow's head cannon.

“The Director is my people!” the android chimed in."I fight for her! Nothing else to it!"

"Okay...another approach maybe...If you don't have failsafes! That means you're doing this of your own choice! You can't be happy being a slave! Who could?! Trixie doesn't know what lies you've been told to make you behave, but you're as alive and me and my friends!"

"Oh I knew that already!"

"WHAT?!"

"And it doesn't change a thing. I don't care if you're a pony, a Marionette, or a changeling, anything that wants to ruin the Director day, is a mess it's my pleasure to clean up! You don't just don't understand her! I'm the only one who does! We're bestest friends!"

“Okay then...um...I'm your big sister?”

“Cool!”

Trixie eeped as she had to dodge ALL of Marshmallow's weapons. “Okay, Trixie is out of nonviolent solutions! Trixie is just going to trick her now,” she replied with a flat look, then let off several smoke bombs between them and the body guard android.

“That won't work!” Miss Marshmallow shouted, eyes scanning and seeing Trixie's outline. “Gotcha!” she called, firing both gatling guns at her...only for a chair to fall to the ground in pieces instead.

Trixie's horn lit up behind the other android in the smoke and she prepared to fire a beam...when Marshmallow's head spun around 180 degrees, magic charging into her forehead cannon, forcing Trixie to duck to avoid the attack. “Darn it!...Wait...” she said, then looked behind her at the door they'd been trying to get to. Ducking under a barrage of gatling fire that destoryed said door, she looked back to her friends.

“Go! Stop Masquerade! She's hurt!” Twilight shouted, blocking a volley of fire from Marshmallow's other guns. “You can beat her! Or at least keep her busy until we make it past her!”

“But what about you?!” Trixie asked.

“We'll take care of her and be right behind you! We've fought worse!” Sunset called.

Trixie hesitated for a moment...then nodded. “Alright...” she said, rushing through the doorway.

“No leaving playtime early, big sister!” chimed the android maid, turning to pursue, only to quickly have to pivot around and use her barrier to defend herself from both Alicorns and one unicorn.

“Good luck, Trixie,” Twilight muttered as she, Rarity, and Sunset faced down Miss Marshmallow.

“Okay...so this is how it will be...Trixie vs the big bad shadow dictator of the Stallions in Black...” Trixie said as she flew down the last passage ways. “Trixie, the mecha Alicorn...Trixie the big sister...Trixie the leader of the Marionettes...Come on, Trixie! Hesitation doesn't become you! You're a mecha Alicorn! You can win! You feel great! You! Can! Do! This!” she shouted, trying to psych herself up.

The mecha Alicorn landed as she reached the final stretch, taking in the final hallway. Despite her attempts at psyching herself up, if she had a heart, it'd be going a hundred miles an hour.

=The Other Promise – Kingdom Hearts 2.5 ReMIX=

Trixie looked at the pictures lining the walls depicting Masquerade's predecessors. Masquerade the 1st was smiling proudly, standing next to Princess Celestia. She was a yellow pegasus with a light brown, green, and light blue mane. Trixie couldn't help thinking she had a heroic look to her. Like a good guard or policemare dedicated to her cause.

The azure android continued down the pathway, looking at picture after picture...and feeling a chill (metaphorically) as she looked at the pictures at the mid point onward. The smile slowly turned to a more empty one. Like they were smiling because they had to, not because they wanted to. Then, slowly, bit by bit, each pony in the portrait's smile grew smaller and smaller. The faces became more and more bereft of emotion. Then the smiles disappeared all together, turning into a frowns. Then into blank, emotionless stares.

Finally, she came to the last two pictures, of Masquerade and her mother. She looked back and forth between them, searching for differences...and even looking as analytically as she could, she could barely find any.

Trixie was tempted to say something witty, but her words died in her voice box. Instead, she turned to the final door between her and the Director's office. “...Time for the climax.”

Opening the door, she stepped in. Masquerade stood at her desk. All the items had been thrown off the table into a heap, revealing buttons and dials of various sorts that had been hidden behind a secret panel. The mare's expression was unchanging, but she was trembling. Not out of fear, but as if it took all her strength to keep herself standing. “Hello, G4T01,” the mare replied, not even looking up from whatever she was doing. “Welcome to my office. I was not expecting anypony to be here so soon.”

Trixie stepped in slowly, cautiously. “Director Masquerade. This...”

“Is not what you expected? Forgive me, I have sustained a large number of blunt force impacts and explosions,” the mare explained, still not changing from her stoic expression. “In addition, Prince Shining Armor's gravity crusher landed on me full force as I was trying to stand up. Unfortunately, my legs took the brunt of that impact.”

Masquerade slowly rose and turn around, practically dragging one of her hind legs as she looked out the window. The Phoenix Squad flew high into the sky and came back down in a blaze, slamming into the building below with an audible explosion. Smoke began rising past the picture. “Tell me, G4T01. Do you dream much?”

The azure android blinked. “Dream? Of course I dream! All of the time!”

“I see. Mother always said dreams are visions of impossibilities. To have them is to seek that which fate will not allow. So I do not have them,” the mare slowly turned, her front legs moving in an artificial manner, like something else was manipulating them other than her own muscles. “Do you have feelings?”

Trixie gave an insulted look despite shuddering at what the mare had said. “Of course Trixie does! And before you ask, she also has a soul! Her feelings are proof of it!”

“Really? Then I wonder if I have a soul. Mother said that emotions drive us to make decisions rashly against the will of fate. So I do not have them.” If the mare felt any ill will for her parent, her voice and face still did not betray it. Any witty comeback she could think of died in Trixie's throat as Masquerade's words hit her. “I wonder if that prospect scares me. Not that I would know if it did. You see, G4T01. Mother said all that matters is this agency and what it stands for. That Masquerade must be the leader, that is the piece of the great machine they form.”

Trixie stared at the mare's doll-like eyes. Trying to find something, anything in there. But finding nothing. Her mind wandered back to her own existence, to the rumors the other agents had heard about their leader they had recounted on the way to Moirai. “...Are you a Marionette?”

The mare simply shrugged apathetically. “Perhaps. If I have a father, I have never met him nor do I remember anything about him. My earliest memory is of my mother telling me to feel nothing for her. She said to have attachment is to choose favorites, and to choose favorites can lead one to try and change the path of fate for them alone. So I do not possess any. From that moment, the re-education room was practically my bed room. I did not even leave this building until I was an adult and replaced my mother.” The mare dragged herself to the side of her desk, looking at the portrait of the Tree of Harmony on her wall. “To run this agency. That is the first, last, and only reason I was born.”

Trixie had a gasp of realization. “...You...You never had a choice at all, did you?”

“No. Mother said choice was an illusion at best, a detriment to fate's design at its worst. I simply do what is needed of me within my role that fate assigned me,” Masquerade explained, turning to look Trixie in the eyes. “We are all just cogs in the machine. And I am no different.”

“You're wrong!” the azure android replied. “Trixie was created to be a monster for Twilight to slay! She isn't anymore! Choices do matter!”

“Which is what you believe, G4T01. And it is the exact opposite of my beliefs,” the mare replied, turning to face her. “And that difference does not matter.”

“Trixie thinks it matters quite a bit!” the mecha Alicorn replied. “If I have a choice, it means so do you!” Trixie then blinked, confused at her own words. She hated to say it...but she felt...something for the mare in front of her. Empathy? Sympathy? Pity?

“And I believe my choices do not matter,” the Director replied, face as stone faced as ever. “And that means there is but one way this can end: if you do not stop me, I will continue to command what's left of S.M.I.L.E. and continue our goals because I am incapable of anything else. If you defeat me, S.M.I.L.E will be left headless and fall into power struggles, destroying itself. My family has been the only leading body they have ever known and keeper of the organization's most sacred secrets. I have no daughter or son to replace me should I fall. Masquerade, no matter the number, is the Stallions in Black and the Stallions in Black are Masquerade. Neither exists without the other.”

“It doesn't have to be that way...” Trixie tried to reason. This mare had never been given the choice to choose where her life would go or what she had done. Trixie would be blind to not see the similarity. “You can end this and finally have a choice! Like Trixie and her family have done!”

“This is the only thing I have known in my entire life. I cannot turn away from it.” Masquerade lifted her front hoof, the movements still jerky like the limb was being moved by an outside force. “I promise that if you do not defeat me, I will take command of the ruins of S.M.I.L.E. and continue our work, even if Moirai is annihilated.”

Trixie's eyes went wide as she watched her hoof and realized what she was doing. “Don't do it!”

“Cross my heart. Hope to fly. Stick a cupcake in my eye.”

Pinkie gasped, standing on top of one of Longhorn's partners. She gave a shudder and barely hung on.

“Pinkie, what's wrong?!” Applejack asked, jumping back to evade a swipe from Longhorn that broke the wall behind her. She retaliated with a double buck to the larger android's stomach, launching him backwards with her sheer strength.

“Somepony made a Pinkie Promise...and...I want them to not keep it!”

The orange Earth Pony's jaw dropped and Rainbow Dash paused midflight, both staring at her...then getting hurled across the room, reminded they were in the middle of a battle.

The two stared at one another for a few moments in silence.

“...So...that's it then? No attempts to defend your organization. No attempts to convince me I'm wrong...just...promising you'll keep going if I don't stop you?” Trixie asked, eyes wide. After going through all this to earn her freedom, the idea Masquerade simply didn't want freedom from her mother's shackles?

“Yes. Because it ultimately is a mute point,” Masquerade explained, legs still trembling. “In the end. The one who fate hands the victory is the one it favors. If I win, we will see you and your kind as the villains who destroyed our great agency and I barely managed to stop from finishing it off. If you win, I will be the villain who was righteously defeated in what you will likely consider a crowning achievement. Even if you do not believe in fate, that is simply how history works: the victor is the Alicorn and the defeated is the Nightmare.”

“...Why did you stop to tell me all of this?”

“I wondered if maybe I would finally feel something meeting somepony who was so like me,” the Director replied, dead eyes gazing into Trixie's. “Not that I would know if I did. Now. Let us see who fate chooses to be the victor.”

Trixie gasped as she noticed Masquerade lifted her golden pin up, a button press extending a key from the bottom.

“Project Puppeteer. Operation Approved,” the mare stated, plugging the key into a keyhole on the desk and turning it. A panel slid open, revealing a big red button.

The azure android fired a magic beam at her as Masquerade raised her hoof to press it, striking her foreleg. When the smoke cleared, the Director's leg was exposed, revealing a mithril brace running the length of it with hydraulics that were presently the only thing allowing her to walk on her battered limbs. The flesh where her attack hit now had a first degree burn, bruises now visible from the blows she'd taken.

“That checks one possibility off the list I suppose. I am flesh and blood,” the mare replied simply and without a spec of emotion. “Project Puppeteer: Program Drive,” she said, the brace launching her wounded leg down and slamming the button.

=Super Android 17 Theme – Dragonball GT=

The floor and ceiling suddenly opened up, machinery emerging from around Masquerade. The mare threw off her suit and tie, revealing her chest was covered with a dented and battered mithril chest plate that connected to her braces. In the center of her chest was a golden mana engine.

“GENERATION 5 PRINCESS SERIES 00: EQUIPMENT SEQUENCE HAS BEEN INTIATED.”

Trixie jumped back as a huge chamber slammed down from the ceiling, encircling Masquerade as machinery roared to life. “Princess Series?! The Alicorn Marionettes?!”

“Correct. The previous P-Series Marionettes went insane and needed to be destroyed to stop them,” Masquerade's voice spoke, seeming to be projected over the sound of machinery. “We ultimately decided the concept was not the problem, merely the execution.”

Trixie tried to teleport inside the chamber, but found herself blocked by a still functional teleportion ward. She decided to just begin blasting away at the chamber proper with magic attacks.

“You were one attempt to remedy this problem by turning a Marionette that had already developed a complete AI into an Alicorn android. The other attempt, intended solely for our prime directive of battling Princess Celestia in the event she went rogue, was to replace the Marionette AI with something more consistent, stable, and trustworthy.”

Trixie charged up her horn created the symbol 爆発 in the air in front of her. Slashing through it, the symbol flew into the chamber and triggered a huge explosion that required her to cover her eyes. When the smoke cleared, the chamber had been blown wide open, and a golden light shown through the smoke.

“Namely, the Director of S.M.I.L.E. itself.”

With a series of heavy hoofsteps, Project Puppeteer emerged. The being in front of her stood a good head taller than Trixie, resembling an Alicorn. However, it was much bulkier, as to be expected given there was a pony inside. The armor was white painted mithril, golden lines of mana running throughout the form and golden barding around the neck and legs. Six large cone-shaped objects extended off the back, encircling one large spike in the middle. As it cleared the container, two huge mechanical wings extended off the back. Masquerade's eyes were visible in the head though a pair of holes, still as emotionless as ever.

“G5P00: CODENAME: PUPPETEER...”

A black visor slid down over Masquerade's eyes, completing the helmet. The horn glowed blue and a huge silver broadsword with a golden hilt came flying out of the chamber, floating next to the massive powered armor.

“FULLY ONLINE.”

“Marionettes are androids intended to serve S.M.I.L.E.'s wishes. Puppeteer was deemed a proper name for a Marionette controlled directly by the agency's head,” Masquerade explained, voice gaining a mechanical echo but otherwise unchanging. “This armor was admittedly not intended to defeat Celestia, merely survive combat with her to aid Fate's chosen. Fortunately for me, you are not Celestia.”

Trixie took a few steps back, staring up wide eyed at Masquerade inside of her war machine.

“I admit, this is not ideal. I was hoping I would be able to activate Puppeteer and return the battle while you were fighting the obstacles I placed before you. It may have been enough to turn the tide back in our favor. Know that if I am victorious, I will still do that without hesitation.”

Trixie's eyes narrowed. Her memory flashed back to the others, all fighting...for her and her brethren. She quickly swung her horn a few times to make a 剣 symbol that became a sword when she swung her horn through it.

=It Has to Be This Way – Metal Gear Rising Revengance=

Masquerade's armored suit charged forward, swinging its sword several times. Trixie, knowing she was no swordfighter, focused her sword on deflection rather than actually attacking. Even then, the force didn't make that easy. Masquerade formed a now blue gear chainsaw around her right hoof and slashed at her several times, Trixie flapping her wings to fly back and evade the weapon's more powerful swings that sliced straight through pieces of the room while also having to watch out for the telekinetically wielded sword.

'Her attacks not using telekinesis are a bit stiff...' Trixie thought as she did her best to parry the powerful strikes that could likely bisect her if a clean one connected. She knew blocking head on would be a mistake given the huge suit clearly had the power edge. 'Of course. Not only is she injured, that suit still has a pony inside. Probably why she has that sword in the first place.'

Trixie fired several magic beams, but the mithril armor endured them as the massive powered armor simply charged right through them and tackled her. Trixie looked back, realizing she was about to be tackled through the wall. She promptly fired several beams into it to weaken it before they slammed through it and into the hallway behind it.

The azure android saw the broadsword coming down and teleported back to avoid, firing multiple beams into her opponent to little effect. 'You're small and nimble. She's got the power game, '

Trixie spread her wings and flew up, dodging a slash from the mare in powered armor. “Come and get Trixie!”

“As you wish.” Masquerade spread her wings and took off into the air, slashing with both her sword and chainsaw. Trixie evaded with her better mobility, using the sword to parry her opponent's physical blade as best she could before delivering an Earth Pony strength buck to the powered armor clad mare's chest and knocking her back. Masquerade caught herself and fired a magic beam from her armor's horn in retaliation. Trixie countered with her own beam, the two colliding and battling back and forth until they exploded a little closer to Trixie.

Trixie gasped, feeling something as the two beams met. “That...Your magic feels the same...”

Masquerade nodded. “It should. Your horn contains Meadowbrook's wand, Puppeteer's contains Starswirl's.”

“...Should have guessed you'd be the one to have it.”

“It was obvious, was it not? Do not expect this to be easy, G4T01.” The cones on her armor's back detached and flew into the air like guided missiles, each firing a thin blue magical beam at Trixie. “Did you think we were unaware of Puppeteer's limitations?” The azure android eeped and dodged them until Masquerade flew forwards and made several slashes with her sword. Stuck parrying the sword strikes while trying to dodge drones, Trixie let out a cry as one of the beams collided with her back, blasting her forwards into a strong punch from Masquerade that launched her into the ceiling. Trixie grabbed her sword in her mouth as she fell back down, being forced to manually block the powerful sword slash that came next. While able to withstand it (likely due to her metal form), Trixie couldn't stop the momentum and found herself hurled across the hallway and slamming through a row of chairs.

Trixie gave a groan, oil seeping from her back both from the beams and from the impact driving pieces of wood into her artificial skin (though thankfully the wood broke before it could go through her metal insides). She gave a gasp as she was forced to take flight to evade a rain of beams from Masquerade's drones, the Director approaching her. “Okay...facing an opponent a lot stronger than you with the fate of the world on the line...what would Twilight Sparkle do?”

The azure android barely evaded several more blasts from the drones. Masquerade flew up as she was distracted and grabbed her around the head with both hooves before chucking her into the ground like a rag doll. 'She'd put up a shield to protect herself, then fire some big beam...which Trixie can't do...' She barely avoided a slash from Masquerade, flying backwards. The Director fired several magic gears her way that she dodged, but left her open for a charging punch that threw her further down the hallway and put a dent in her mithril body. 'Trixie isn't Twilight Sparkle...' Time seemed to slow to a crawl as a realization set in. '...Why am I asking that?! I'm already trying to fight like Twilight Sparkle! Twilight meets force with force or with her brains! Trixie...'

Trixie teleported and appeared nearby, weaving through the attacks until Masquerade slashed through her...and the mare burst into confetti.

The real Trixie fired a charged magic beam and fired it up the engine of one of the drones, causing it to explode in a rain of metal. She then teleported again, appearing behind one of the other drones...while another Trixie appeared behind the one that took aim at that one. A third drone fired at that Trixie from behind while the second one fired at it's Trixie. Both Trixie's vanished into nothing and the third drone blew up the second one while the true Trixie blew up the third with a beam into the engine.

'Trixie meets force with tricks!' Trixie thought, giving a smirk.

The three remaining drones retreated...back to the charging Masquerade, who punched Trixie hard enough to send her flying down the hallway as drones reattached. As she was flung back, Masquerade threw several magic gears at the mare. The azure android managed to teleport, reappearing to the side. The Director swung her sword...behind her, bisecting her opponent...who turned into a shower of confetti.

The true Trixie she'd believed to be an illusion flew forwards and delivered a powerful Earth Pony level punch to Masquerade's back with as much force as she could manage, launching her forwards and managing to dent the metal a little bit. “A good magician doesn't just keep reusing the same trick!”

Before Trixie could follow up, however, the Director bucked backwards and caught Trixie in the chest, sending her flying through the air and crashing to the ground.

“Do not get cocky, this has just began, G4T01,” Masquerade replied, the center spike on her back cracking with energy as she flew up into the air and threw her front hooves straight out. The chest panel to the Puppeteer sprung open, revealing the mana engine behind several lairs of glass. As the energy built up in the back spike, the power being sucked in began to resemble a solar eclipse behind her and the mana engine glowed brighter and brighter.

“That doesn't look good...” Trixie muttered, eyes going wide.

“Horseapples!” Trixie screamed, eyes going wide as the beam of destruction made its way towards her.

The Phoenixes flew up into the sky to prepare for another charge...and watched a massive golden beam erupt out of the side of Moirai and far into the sky, parting the clouds as it passed. When it finally cleared, a huge hole had been blasted in the side of the flying fortress.

The beam faded and the Puppeteer's chest closed back up, steam coming off the entire armor. The hall was was scorched and obliterated, exposing the piping (which expelled steam) and wiring with a huge hole letting in moonlight now at the end. The floor was ripped apart, to the point that in some places the next floor was visible.

Masquerade trotted forwards, looking for any sign of her opponent as her hoofsteps resonated loudly. Hearing a noise behind her, she spun around while firing several gears down the hallway and smashing into the one intact wall in the entire place. No sign of her opponent anywhere, not even an illusion.

“If I scored a direct hit, she would have been vaporized, so it would be logical that nothing would remain,” Masquerade stated emotionlessly.

Suddenly, Trixie flew out of what had been a nearby storage closet (the door and door frame no longer existing) and landed on Masquerade's back. “Here's Trixie!” she yelled, latching her legs around the middle spike and firing beams point blank into the Puppeteer's back. After a few blasts, oil oozed out of a break in the the armor.

Masquerade attempted to turn around and get a sight on her nemesis so she could aim her sword properly without hitting herself, but the armor itself obscured her movements. She staggered back as Trixie continued blasting away at her armor, drawing more and more spurts of oil. Finally, the massive powered armor fell backwards through one of the holes torn in the floor by its chest cannon. Trixie folded her wings to her sides as she was on the bottom when they hit the floor below...and drove through it. After being thankful for her mithril construction (and getting a few new dents in said construction), Trixie used all her telekinetic and physical power to pivot her weight and flip them over as they fell, slamming Masquerade into the floor below as hard as she could.

“First floor, pain...” Trixie snarked, getting back up and shaking off bits of building. She was suddenly forced to jump back as Masquerade's sword swung at her through the holes in the ceiling, then had to fly back further to dodge more magic gears thrown in her direction. “Okay, Trixie knows she's made of metal, but you have got to have felt that!”

Masquerade stood back up, bits of Moirai's construction falling off her armor. “I did. I am in excruciating pain throughout most of my body at this moment. Particularly due to the strain Puppeteer puts on the body of its pilot. I imagine I should have blacked out from it by now.”

The pony inside a mechanical suit charged forwards, swinging her sword and forming her gear chainsaw. Trixie formed several scarfs and wrapped them around Masquerade's legs as she fell back, trying to tie her to the walls around her. The Director merely kept charging, the scarfs and what they attached to being ripped out of the wall. The azure android flew and weaved as her opponent reached her, doing her best to use her smaller size and more agile nature to compensate for being far weaker. “You certainly don't act it!”

“Yes, I am. It is the only reason I have not destroyed you yet,” Masquerade explained, her voice not carrying an ounce of hubris or anything else for that matter. She formed a chain of her magic gears and wrapped it around Trixie's waist and pulled her back as hard as she could, trying to slice the mecha Alicorn in half with her sword.

Trixie fired a beam that turned into a heavy weight, hitting Masquerade's sword and knocking it off course enough for her to dodge...but Trixie still had the forwards inertia to deal with and went flying straight through another wall at the end of the hallway.

“Ugh...” the azure android muttered, getting back to her hooves, the fake skin now gone from her right back leg and a little oil spilling from the impact. “Note to self: getting thrown through walls is completely within Trixie's realm of survivability...If she survives this, she's going to have a lot of new tricks to perform...”

Trixie looked around her, finding herself in the abandoned defense control room. The room was now cast in a blood red light from the alarms going off, including several detailing a heat measurement that was quickly entering the red. She trotted over to the door and tried to open it, but found it completely unwilling to budge. “Smart, they blocked it...” she muttered, aware that anyone getting back inside wouldn't have gone well for them. The android looked to the cameras, noting the battle was still raging. Their forces had managed to push the Stallions in Black back by a considerable amount, now firmly having the upperhoof. That was when she saw Gypsy look directly at her in one of the cameras, seeming to ignore the battle around her for a moment. Trixie had no choice but to try and read her lips as she spoke.

“'Look for the blue glow'...” Trixie mouthed, following Gypsy's lip movements. Then the moment was over and Gypsy resumed her powerful magic assault on her former captors. “What does that mean?”

Before the android could consider those words further, Masquerade came bursting through the hole that Trixie had made with her body (widening it considerably). Trixie jumped back before ducking under a slash. She quickly took stock of her surroundings...and realized something that made her smirk. Trixie jumped up again, dodging another slash. 'In this enclosed space, her sword is too big to be practical.'

Surely enough, when the Director tried an overhead slash, her sword had to cut through the ceiling, slowing it down enough for Trixie to rush forwards and deliver a jumping punch to her head with all her might. The result was half the Puppeteer's visor shattering, exposing its pilot's right eye. Masquerade staggered backwards and slammed had against the wall, the spike on her back jabbing a hole straight through it. She retaliated by throwing several gears Trixie's direction, which the mare ducked...leaving her open to a punch to the face that sent her flying back and slamming against the opposite wall. She felt oil run down her face and shards fell to the ground.

The azure android put a hoof to her right eye, finding her optic now exposed. “Well, now Trixie and Lightning Dust match...”

As the two got back to their hooves, another alarm went off. “WARNING! WARNING! MANA ENGINE OVERHEATING! CRITICAL FAILURE IMMINENT!”

“There you go!” chimed Mecha Radiant, applying her healing magic to Gilda's injured front leg.

The griffon flexed her leg to check it. “Huh, good as new. Thanks squirt,” she said, rubbing the android's head before flying back to the battle.

“You're welcome!” the child-like robot replied, now well behind the balloon fort and being watched carefully. The fort wall itself was gradually being pushed forwards as they advanced against the enemy, putting a larger void between her and the fighting she seemed largely oblivious too. “Next!”

“Doing okay there, little buddy?” Iron Will asked, picking an agent up over his head and hurling them across the room. The huge minotaur had his false skin torn in several places, exposing mithril.

Teddy nodded, blocking an agent's punch and letting his 'little brother' clothesline them. “Just feeling a bit...run down...” he said, his mana lines (of which now many more were exposed) fading a little bit.

“Iron Will hears you. Iron Will is getting hot...” the minotaur android replied before Lemonheart's Angry Mama Lemon tackled an agent behind him. The familiar had many slashes and scratches on it, all of which leaked lemon juice, but it was still fighting.

“Here,” Lemonhearts said from atop her familiar, floating him and Teddy cups of lemonade. It was decided her being on 'give the Marionettes coolant' duty was a good idea, given making a refreshing drink was one of the most basic aspects of her talent.

At the same time, Ace had a similar conversation with the sports trio, all four using hockey sticks, bats, and the rest of their sports related arsenal to fight the enemy off.

“Suri! Incoming on the right!” called Bright Future, still 'combined' with his sons' creation and fending off agents with the arms under his control.

“I got it!” Suri called, swinging the lever and batting off an Elite Agent, but his beam still connected, blowing another hole in the mecha's armor. It already had quite a few, the cockpit had been cracked multiple times, but the androids inside were largely safe. For now anyway.

Svengallop noticed a pegasus agent coming up behind him and swung his lever, knocking him away. “...Okay...this is admittedly exhilarating.”

Riptide surged above them on her wave, slamming several pegasi agents away with her ice staffs. “Hands off my man!”

Bright Future's response was to blush.

In addition to just generally attacking, the gifted unicorns had another duty: teleporting any Marionette Agents that were exposed to the cells. Now that no one was in the lab, this was an important job.

A single red tied agent managed to escape the fighting and hid in a broom closet. In a sudden flash of green fire, a Changeling drone stood looked into a magic ball with the nightmarish face of Queen Chrysalis staring back at him.

“My Queen, S.M.I.L.E. is falling to Equestria's forces,” he explained. “It looks like Project Siege will not be happening.”

The Changeling Queen gave a sigh. “Fine. Looks like we'll have to go with plan B and accept the real Radiant Hope's invite since the access codes you got me are now worthless.”

“Should I return to base, my queen?”

“Yes...”

The drone waited a few moments. “...How?”

“That's for you to find out, drone. You think I would send someling important into a lion's den?” Chrysalis replied with a chuckle and 'hung up.'

Longhorn was punched in the face, the force of the blow sending him staggering back and slamming against the wall. Oil was dried on his face from a gash one of Applejack's blows had opened up, revealing Mithril armor beneath with golden mana lines going through it. Applejack charged him, only to be tackled by one of the other gang and having to focus on evading both big bull's blows.

“I'm here!” Pinkie said, appearing over one's shoulder, then ducking to avoid a swipe. “No! Here!” she called, popping up over the other shoulder. “Now I'm here!” she called, head popping up over his head and causing him to bonk himself on the head.

Rainbow Dash did a flying side kick to one of Longhorn's 'brothers', driving him back against the wall. Both her and Applejack had a number of new bruises.

“Darn it!” Applejack muttered, bucking her attacker off, who then ran interference on Rainbow Dash. “Ah'd have finished this varmint off a long time ago if it weren't fer us bein' a mare down!”

“Tell me about it...” the cyan pegasus replied, dodging to avoid the now two on one attacks.

“Aww, unfair, ain't it? Like having an Alicorn Princess on yer side!” Longhorn replied, giving a snarl and preparing to charge Applejack head on.

“Did somepony say they were a mare down?”

Longhorn turned just in time for Trail Cutter to drill him in the jaw with a hard left that sent him staggering back. The green android had a portion of his head skin tore off from the fights on the way over, revealing his mithril skull.

“I have a mare right here, can she help?” the large android asked, Fluttershy flying up behind him.

“I'm so sorry I'm late! There's so many agents out there! Even with Trail Cutter helping me it took me a long time!” the shy pegasus exclaimed. The bull that had kept double teaming Applejack and Rainbow Dash snorted and charged her...only for her to lock eyes with him and stop him in his tracks. “Now listen here, young man! Have you been giving my friends trouble again?!” she asked, finally unleashing the Stare that she had admittedly been holding back the entire night.

The bull android cowered in instinctual terror. “U-Uh...m-maybe?”

Applejack smirked. “Thanks, Fluttershy! Now it's just meh and you, Longhorn!” she exclaimed, charging Longhorn. As she sidestepped the strike he met her with, she dealt him a hard jumping blow to the side of the head that shattered on of his eyes, exposing the golden optic beneath and sending oil flying.

The big bull roared in fury and charged the farmer with intent to gore her with his horns, only for her to jump on his back and wrap her forelegs around them. Applejack pulled his head back and sent him crashing to the ground hard.

“Time fer a rodeo, Longhorn!” the orange Earth Pony yelled, producing a lasso and wrapping it around her enemy's hind legs. Leaping to the ground, she strained, pulling and twisting her body. She put every ounce of strength into lifting the big android off the ground and spinning him around. She let go, sending him flying down the hallway and slamming hard into the ground with enough force to leave a crater.

“Yah...yah ain't gonna whip me, yah pathetic pony!” the bull muttered, getting back to his feet and face growing red. Steam shot out his nose and he charged without care for what got in his way.

“Oh yes Ah am!” Applejack called, charging forwards to meet him...then sliding underneath him and bucking him square in the chest as hard as she could.

Longhorn screamed as he was launched into the ceiling hard enough to leave a Longhorn shaped imprint. The bull android fell hard to the ground, stunned long enough for the mare to jump on him, hogtying him with her rope. And then some more rope (Applejack never went on something like this without lots of rope). Then tying his mouth shut for good measure. Good thing too, as the string of profanities he would have said would wilt any flower in ear shot.

“Yee-haw! Ah think that'd have won me the blue ribbon at the rodeo fer sure!”

Rainbow Dash, now likewise able to focus on one target, darted around her opponent at high speed, dodging his attacks, and finally flying into him with her built up momentum, knocking him into the air. She flew up behind him and hammered him back to the ground with a hard buck where Applejack quickly tied him up. “Three down, two to go!”

While this had been happening, Pinkie Pie had somehow managed to make her opponent tie himself up with his own limbs in a way Blossemforth would likely sympathize with. “Silly! We were playing tag! Not twister!”

“And THAT is why you don't terrorize other creatures! Are! We! Clear?!” Fluttershy asked, keeping up the Stare on full blast at the remaining bull the entire time her friends had been fighting.

“C-Crystal!” the bull android replied, then willingly offered his hooves to be tied up.

“...Good job, Fluttershy,” Trail Cutter replied, giving her a smile as Applejack tied up the final bull.

“Thank you!...Oh...Is your head okay?” the shy pegasus asked, giving a whimper at the sight of exposed mithril.

“Yes,” said the green android replied, not seeming to notice the damage done to his head.

“Okay...”

=Collective Consciousness – Metal Gear Rising: Revengeance=

Starlight snarled, teleporting up and preparing to fire a beam down at the memory squad head...only for one of Mindwipe's agents to jump in the way and take the beam. While clearly hurt, the agents fired back, blasting Starlight to the ground where several others tried to beat her down before she managed to teleport away.

Bon Bon growled, trying to make her way through the agents to the memory squad head, but they just wouldn't stay down. “You really are a coward, Mindwipe!”

“I am not a coward, I merely am aware that you would kick my flank in a fair fight,” Mindwipe replied, giving a smirk but never losing his cultured tone. “Come now, why don't we just end this peacefully and I go wipe your memory of this whole mess?”

Lyra groaned, getting back to her hooves after being ducked back by one of the agents. She blasted him back with a converging blast from her magic hands, but he simply got right back up. “We're getting nowhere!”

Starlight got back to her hooves. “I beat Twilight Sparkle, I have to be able to beat this guy...” she muttered, jumping back to avoid the mindless agents. She might have had a lot of sheer power, but melee combat decidedly wasn't her strong suit. She wished she'd had more time to actually be Twilight's student and LEARN more spells in preparation for this. Every time she tried to simply imprison them, Mindwipe had them dodge, or another one free them quickly. And whenever she tried to teleport in to finish it, he had one of his puppets there to protect him. “How do you beat somepony who's in this many places at once?” she whispered, blasting back a puppet agent who just got right back up despite his injuries. The mare suddenly gave a gasp. “Wait...That's it! He ISN'T...” she muttered, noticing where Mindwipe was keeping himself: behind his men, watching the battle constantly. Able to see and make them react quickly.

She quickly teleported next to Bon Bon and then Lyra, whispering something in both their ears. They both nodded and then charged forwards.

“I can do this all days, ladies,” Mindwipe said. “You'll tire before my agents give out. Don't worry, you won't remember losing.”

Suddenly, Starlight teleported herself...and both her allies.

Mindwipe's eyes went wide and he looked around in panic. He quickly used one of his agents to protect himself from a magic beam by Starlight from above. He saw Bon Bon behind him and prepared to have another puppet protect him...only to be sucker punched by a powerful uppercut from one of Lyra's magic hands with enough force to knock him upwards and see stars. As he fell, he looked down...and his eyes went wide as Bon Bon launched up, Starlight using her telekinetic flying to give her a boost. “Horseapples...”

Bon Bon gave Mindwipe a roundhouse kick to the nose, then pulled himdown and punched him in the stomach, completely knocking the wind out of him. She pushed him down, using the memory squad head to break her fall.

The agents suddenly snapped out of Mindwipe's control as his concentration broke...and then fell to the ground, near instantly blacking out from the accumulated pain.

“Equestria, I failed you...” muttered one before passing out, earning a look of sympathy from Bon Bon.

Starlight wasted no time and promptly teleported ALL of them to the pre-set up prison cell.

“Ow...how...how dare you...” Mindwipe groaned, coughing with pain induced tears in his eyes.

“I didn't hit you THAT hard,” Bon Bon said, rolling her eyes.

“And I'm not used to being hit!” Mindwipe then looked up as the three mares surrounded him, glaring down. “N-Now ladies...T-There's no need for violence!”

The night unicorn's eyes darted between the three mares, who were approaching him...he promptly let off a flash of bright light from his horn, blinding all three for a few moments.

The trio shook their heads as their vision cleared, finding the Night Unicorn gone. “Where did he go?!” Starlight asked, looking around frantically.

The trio heard a rocket go off and ran into a nearby room where several strange pods with rockets on the end facing in towards Moirai. One was missing, an opening to the outside of Moirai now fully visible. “Coward took an escape pod!” Bon Bon exclaimed, kicking one of them.

Starlight snarled in rage...until the beige agent put a hoof on her shoulder.

“We'll get him later,” Bon Bon replied, giving a growl. “...I wanted to get him too, trust me I did...but we've got other things we need to do.”

“...Fine...” Starlight said, giving a glare back to the hole previously occupied by an escape pod.

=Megalo Strike Back – I Miss You Earthbound 2012 =

“This game is fun!” Marshmallow chimed like a child sincerely having a good time...as she fired lasers, missiles, and other weapons at her opponents.

“Look! Will you just listen?! We don't want to hurt you! And we're just trying to stop Masquerade from doing something that will get ponies hurt!” Sunset pleaded, dodging and weaving despite having taken several hits.

“Your speeches are boring! Why do you keep making them?!” the android shouted, sounding like a child who found a school teacher's lectures boring and would rather play instead. “The Director is right, you're wrong! That's all I need to know!”

Rarity summoned ANOTHER couch to serve as cover, poking her head out and rapid firing several pieces of rubble at Marshmallow, the android's barrier keeping her safe. “We're running out of ways we can try to talk her down, darling!” she called, the trio having tried literally every one they could think of.

Marshmallow charged up her forehead cannon considerably, firing it and blowing a hole through the cover, blasting Rarity back and leaving a burn mark on her chest.

“We might need to try something else, we can't keep this up for much longer!” the fashionista exclaimed, cringing and getting back to her hooves. “She's also completely ruined my outfit!”

“Twilight, Rarity's right...” Sunset replied, putting up a barrier to block more gatling beams, but then having to teleport to dodge a missile. “...She won't stand down, we don't know what's PAST that door to teleport to, she can't be reasoned with, and we can't fry her failsafes...And we're out of mana candy.”

Twilight put up her shield to block a beam, the room at this point barely identifiable AS a room and all of them were battered and had burns. Like Sunset, she had to jump back to avoid a missile, but didn't quite get out of the blast radius and was sent flying back into the wall. Sunset had to jump in and shield her from a follow up blast. The Princess of Friendship gave a sigh. “...You're right...I hoped we wouldn't have to, but... Aim for the chest, if her CPU survives maybe Bright Future can do something for her...she isn't like Longhorn, I think she genuinely doesn't know what she's doing is wrong.”

Rarity nodded. “I hate to say it too, darling, but I can't think of anything else we can do to stop her...I think I can handle that shield emitter if you distract her.”

Trixie found herself thrown across the room into a control panel that let out an explosion of sparks on impact. As Masquerade formed a gear drill around her right hoof and charged, the azure android managed to quickly create the 火 symbol again, blasting the armored Director with a cascade of fire. Before, her armor could have just withstood it, but with her shattered visor, Masquerade had to stop and shield her face with her armored leg.

When the flames died down, the paint had been burned off her foreleg, exposing scorched mithril.

“You are considerably stronger than I anticipated, G4T01. Then again, you are currently complete,” Masquerade replied, approaching at a mechanical pace...then she noticed one of the monitors their fight hadn't destroyed. Namely, the one showing the battle with Marshmallow. Trixie followed her gaze to the monitor. “I see. You brought a team and split up on the way to my room. That is how you arrived earlier than I anticipated.”

Marshmallow began charging her forehead cannon to full power once again, keeping suppressive fire with her gatling guns and other weapons in a massive hail of beams.

As the resulting beam tore through another summoned couch, Sunset and Twilight flew up into the air and crossed horns, gathering magic into them for a combined spell. While Marshmallow turned her attention towards them, Rarity slid out of hiding and launched several summoned gems with pinpoint accuracy and as much force as her telekinesis could manage. The crystals slammed directly into the forcefield emitters in the android's chest, bending them and causing them to begin sparking as the shield failed. The two Alicorns let loose their combined attack, a swirling sphere of magenta and golden energy that slammed into the android's chest full force before detonating in a sizable explosion of magic.

“Hehe...Sorry, Director!” said Miss Marshmallow simply, purple and golden energy crackling through her and fiery energy bursting out of her damaged mana engine as she fell backwards and exploded in a huge blast that destroyed what was left of the room, followed by her missiles all detonating. Fortunately, Twilight and Sunset were more than capable of putting up a shield to protect the trio.

The ponies coughed as the dust cleared, Miss Marshmallow's head crashing to the ground and bouncing over to them, stripped down to the bare metal as her optics went black.

“She exploded! Why did she explode?!” Twilight asked in complete panic. “I just wanted to disable her body, not blow her to bits!”

“Well we both thought she could take it and I've barely been an Alicorn for 24 hours! I'm still getting used to how much I have to hold back!” Sunset replied, looking around nervously with her ears pinned back. “Oh! Look! Her head survived! That means her CPU is alright!”

The princess of friendship gave a sigh of relief and walked over. She frowned as she gently picked up Marshmallow's head in her telekinesis. “I'm sorry...” The Alicorn's eyes went wide as the head's optics suddenly sprung to life and looked at her, forehead cannon charging up what energy remained in its system with the mana engine itself destroyed.

“I'm not!” Marshmallow screamed, her voice distorted and garbled, but still unmistakably cheery as she prepared to blast Twilight pointblank with a fully charged blast.

To be continued...

*Cue cheery ending music*

Author's Note

Next chapter should be the finale, unless things go overboard.

As with all big reveals, I've foreshadowed just WHAT the Puppeteer was since they arrived here. Can anyone guess them?

I do admit, I enjoyed the Red Herrings that Masquerade was a Marionette. It probably distracted from the foreshadowing that Marshmallow was the real one. The big bit of foreshadowing was Bright future explicitly saying TWO weapons. As you can probably tell, one was the Puppeteer, the other was Marshmallow.