P.O.N.I.E.S.

by Kieva Lynn

Rating: everyone
Tags: Comedy, Adventure, Crossover, Alternate Universe, Human, Main 6, My Little Pony: Friendship is Magic
Length: 30000

Six pony mares who've lost their home. Six human girls with a shared destiny. And one common foe beyond mortal comprehension. An MLP/W.I.T.C.H. crossover with some other elements added in.

Six pony mares who've lost their home. Six human girls with a shared destiny. And one common foe beyond mortal comprehension. An MLP/W.I.T.C.H. crossover with some other elements added in.

After a terrible disaster the mane six awaken on earth, in and around the city of Heatherfield. Meanwhile, six teenage girls find mysterious books, each with one of the pony's cutie marks on the cover.

AU tag is for: MLP ignores Twilicorn, W.I.T.C.H. girls are themselves but have no powers of their own.

Published 2015-11-05 17:50:02 UTC
Last updated 2016-04-05 12:16:42 UTC

Chapter One

P.O.N.I.E.S.

Chapter One

Wilhelmina Vandom, 'Will' to her friends and family, was having a perfect day. The early morning sun was shining down as she walked the streets of Heatherfield alongside Taranee Cook. The biggest part of why the day was so good, of course, was that Summer Vacation had just started: Rather than walking with Taranee to school, she was headed for a day at the beach.

Not that this had stopped Taranee from bringing a satchel full of books. "A whole summer off and she still wants to learn." Will thought to herself.

Aside from their gender and age, fifteen, the two girls couldn't have been more different. Will was a pale-skinned Caucasian girl with green eyes and bright red hair. Taranee had a much darker complexion, as one would expect from the daughter of an African-American father and Japanese-American mother. Will was an athlete, a swimmer with dreams of the Olympics and no patience for book learning. Taranee was a scholar with dreams of M.I.T. and the athletic skills of a bag of rocks. Nevertheless, the two were lifelong friends.

"Really Tara?" Will asked as she eyed the satchel, "'A Brief History of Time?'"

"I re-read it once a year." Taranee answered.

"Yeah, but do you have to do it today!? We're going to the beach! The beach is for volleyball and suntans and swims! And guys! Not reading!"

"Will I see people reading at the beach every time we're there."

Will snorted. "Those are fifty-year old women. And what they're reading is smut."

"Yeah, I can't really deny that." Taranee admitted. "But it's my day at the beach too, I'll do what I want. And by the way girl, a little extracurricular study wouldn't kill you either."

"No. Way." Will replied. "It's summer break and I'm not so much as touching another book until we're back in class."

The universe chose that moment to drop a large book directly onto Will's head.

"Yeouch!! What the heck!?" Will exclaimed, rubbing her bruised head. She looked up, saw nothing but clear sky. Looked down at the book which lay at her feet. "Where did that come from?" She wondered.

Both girls knelt down and examined the tome. It was about thirteen by eight inches, and several hundred pages long. All in all, it had the appearance of book from the middle ages, bound in brown leather with metal tabs at each corner of the cover. The paper was thicker than most modern papers, with a rough unfinished edge opposite the spine. Yet in spite of the antique style, it also looked brand new, with no signs of wear and tear. Emblazoned across the front cover was the one detail that seemed to mark it as a modern-day creation; a circular holographic symbol, of a lightning bolt flashing out of a cloud.

Will paged open the book and stared. The writing was in symbols and glyphs unlike anything she had ever seen. "Any ideas?" She asked.

Taranee shook her head. "I have no idea what language that is... But I have seen it before."

"Where? When?"

"For one, in my own bedroom when I woke up this morning." Taranee answered. She reached into her satchel and extracted another book, identical to the one that had fallen on Will save that the symbol on the cover was different.

"Oh that's nice!" Will snarked. "Your book gets handed to you nicely, mine tries to kill me."

"Yours?" Taranee asked.

"Don't you think so?" Will said, picking up the book. "It came out of nowhere right to me after all."

Taranee face-palmed. "Please tell me you aren't thinking what I think you're thinking..."

"You know it! Magical adventure here we come!" Will cheered, then looked back at the book. "Um, y'know, once you finish translating whatever they say."

"So probably never. I'm not a linguist Will. And besides, 'Magical adventure?' This is our life not a kid's cartoon series."

"Yeah, I guess you're right." Will sighed. "But I'm still holding onto this thing just in case."

As they continued on to the beach, Taranee hoped that her friend wouldn't realize that that was pretty much why she had bought her book along too...

XXXXX

Meanwhile, in an alleyway nearby, a series of rhythmic snores echoed from out of a galvanized steel garbage can. A sheet of newsprint casually discarded across the top of the can fluttered in time with each snore, until it was disturbed enough that as it settled back down it didn't just recover the top of the can but fluttered down inside.

Half a second later, the paper landed atop the source of the snores, disturbing it's sleep. "Who what where!?!?" Rainbow Dash exclaimed as she bolted up out of the trash, wings buzzing.

Rainbow looked around at the dark, filthy alley. "Where the buck am I?" She wondered. The last thing she remembered... The last thing she remembered was something she didn't want to remember. Settling to the ground, she trotted a short distance down the narrow space, looking about with interest. Yes, that was definitely it, interest, not fear, not her.

Hearing voices from somewhere ahead, beyond the end of the alley, Rainbow started in that direction hoping to find somepony who could tell her where she was. But as she passed a large pile of refuse, the refuse suddenly moved. Papers and scraps of cardboard were shrugged off by a creature below. It was tall, the pegasus noted, covered in ragged clothing, and oof did it stink, of sweat and alcohol. Too-small eyes peered from between a tattered porkpie hat above and unkempt beard below, widening as they caught sight of Rainbow.

They both screamed at the same time.

"Monster!!!!" "Bighoof!!!"

Not waiting around to see if the tales of 'Bighoof's' cannibalistic diet were true, Rainbow took to the air as fast as she could, not noticing that the other had also fled. What she did notice, was that 'as fast as she could' was much slower than it should have been. Forget doing a rainboom, she could hardly break fifty miles an hour.

Finally stopping her ascent at around a thousand feet, she looked down. The alley proved to be situated between a pair of retail buildings that fronted a wide sandy beach with lazy waves rolling ashore. All across the beach were umbrellas, blankets, and more of the creatures like she had encountered in the alley. Of ponies, she saw none. Though, there was a horse standing outside one of the stores.

"Finally, somepony who can give me some answers." Rainbow thought to herself.

Descending slowly, careful to try and avoid detection by the mystery monsters, she returned to the alley, and peaked out around the corner. The horse was still there, and no monsters were nearby. "Psst!" Rainbow hissed. "Psst! Hey buddy! Come here a minute!" The horse looked up, but made no move to join Rainbow. "Are you dumb?" She wondered. The horse nickered, tossing it's head up and down, and Rainbow noticed for the first time the bit in it's mouth, and the rope tying it to a post. "Madpony!" She thought. "They must be taking him to the nuthouse..."

"Okay pal. Not your fault if you're crackers. Just tell me where I am!"

The front door of a shop opened and a creature emerged, the same one she had seen in the alley, she noticed. It was ranting and gesticulating as two other creatures appeared. These were dressed in uniforms, and seemed to be trying to calm the alley-monster down, to no avail. "I know what I saw! A rainbow colored horse-monster!"

"You probably just saw my horse Cletus."

"Bill's right, God only knows what you were drinking last night. I'm surprised you aren't seeing us in rainbow colors!"

"No! You gotta believe me! It's real this time!"

"Look Cletus," the second uniformed creature said, "We've always gone easy on you because you've always been harmless. If you keep this up though, We'll have to cuff you, put you in the drunk tank 'til you've dried out. You want that?"

Cletus shook his head. "No! No anything but that! Look, I'll be quiet officer, just promise me you'll keep your eyes open!"

"Fair enough. Now get out of here."

As Rainbow watched, unnoticed, Cletus stumbled away shaking. "This what you expected when you joined the force Bob?" One creature asked.

"Hell no." the other replied. "Look, why don't you keep up the foot patrols up here? I'll cover the beach."

"Sounds good."

As one of the creatures walked away, the other did something that made Rainbow's jaw drop open in shock. It walked up to the horse, untied the rope from the post, and climbed aboard his back.

"What the...?" Rainbow's eyes went wide. "Horse-slavers!" She exclaimed. Wide eyes narrowed. "Buck that."

XXXXX

Meanwhile, a purple-maned unicorn was coming to on the straw-covered dirt floor of a large barn on the outskirts of Heatherfield. "Ugh..." Rarity moaned, "What happened?"

Half a moment later she was wrapped in a pair of bright pink forelegs. "You're awake!" Pinkie cheered.

"Please darling not quite so loud..." Rising to her hooves, Rarity looked over their surroundings. "A barn? But what barn? I know it's not Sweet Apple Acres, I'd recognize that..." The fashionista trotted over to a rack of tools, which seemed half again bigger than they should have been. "In fact, if I don't miss my guess, this structure wasn't even built by ponies. Look how large everything is... Pinkie, where are we?"

"Beats me." Pinkie shrugged. "I woke up maybe half an hour ago. All I could see from ground level was corn fields in all directions. I tried to get up high for a better look, but the ladders here are too big for me to climb."

"Well I can at least do that... Teleporting isn't my strong suit but I'm sure I can get us up on the roof for a look. Gather in close dear." With Pinkie standing at her side, Rarity gathered power in her horn, closed her eyes, and cast the teleport spell. Nothing happened.

"Did you blow a fuse?" Pinkie asked.

"I certainly hope not. That would be the worst possible thing!" Rarity fell backwards, and grunted in pain as she hit the floor; No couch had appeared from nowhere to catch her. "What!?" Rarity stood back up. "Surely my magic can't all be gone!" She focused her attention on a nearby wooden crate, and successfully levitated it.

"Well that's something." Pinkie mused.

"Yes... It's as if I have basic magic but nothing advanced... Most unusual."

"Don't worry! I can still figure out where we are!" Pinkie announced. "All I have to do is reach through the wall and grab a copy of the script!" She reached behind her back, rummaged a hoof around, and pulled it back. "Taa-Daa!"

"'Taa-daa' what?" Rarity asked. "Your hoof is empty."

Pinkie stared at her empty hoof in confusion. "Well that's not right. Lemme try again." Over and over, Pinkie tried to produce something out of thin air behind her back. Each time she came up empty, and she began to grow more concerned with each failure. Finally she grabbed Rarity by the shoulders and shook her, screaming "I've lost my Mojo! My Pinkiness is gone! I can't reach through the wall! I can't even find the wall! How am I supposed to be Pinkie without my Pinkiness!? How!?"

Rarity attempted to calm Pinkie down, but words were getting nowhere. With a shrug of resignation, she hauled off and slapped her friend upside the head. The shock stopped the Pink mare long enough for Rarity to say "Darling, 'pinkiness' or not, you'll never not be Pinkie."

Pinkie grinned after a moment's thought. "Thanks Rares! I needed that!"

"Quite. Now let's put our heads together and figure out where we are and why."

It was a good suggestion. But before they could act on it, one of the barn doors opened with a loud squeal of rusty hinges. In stepped two beings unlike any the ponies had ever seen. "Aunt Beth!! Horsies!!" The smaller one squee'd.

"Lillian sweetie, what are you talking about-" The larger stopped mid sentence as she caught sight of the ponies. "What the hell...?"

Rarity was debating whether to take the initiative and introduce herself. All this accomplished, of course, was giving Pinkie the opportunity to do so without thinking. The pink pony bounced straight towards the new arrivals, babbling as she went. "Hi! I'm Pinkie Pie! What are your names? And what exactly are you? And where are we and how did we get here and do you want to be friends and do you like cake and I'd throw you a party but my pinkiness is on the fritz so I can't just pull a party cannon out of nowhere so I'll have to give you a raincheck on that and why do they call it a 'raincheck' anyway and..."

The smaller creature's eyes went wide with joy. The larger one screamed...

XXXXX

Heatherfield Police Deputy Bill Varghness was having a bad day. First he had pulled beach duty. Which most of those on the force liked, but Bill just couldn't stand getting sand in his shoes. Then he got partnered up with Bob Taylor, who he liked off the clock but didn't work well with. Then he had to deal with Old Man Cletus. And now some kind of winged horse-thing was buzzing about, scaring Bill's horse and shouting some nonsense about equine rights and horse slavery.

Twice Bill had fired his service revolver into the air, but the freak didn't spook. He holstered his weapon, reluctantly conceding that, given it's small size, maneuverability, and erratic flight pattern he had no hope of actually scoring a hit. The winged-horse- "Pegasus! That's the term!" -He thought, flew up in his face and hovered. "How can it do that!?"

"Look you... you whatever you are! How can you do this to a horse!? Haven't you ever heard of the Anti-steeding Act of 1045? Except for foals riding on a mom or dad's back mounting another living being is illegal!" She blushed. "Y'know, unless they want you to... But that's for the bedroom!"

"It's just a horse!" Bill exclaimed. "A dumb animal! It's not like it's a person!" The look on the Pegasus' face went from angry to murderous. Scared himself now, Bill spurred his mount to turn and run, heading away from the impossible creature, down towards the beach...

XXXXX

Back on the beach, Will Vandom was laying across a beach towel on her back, sunning. Her mystery book was in the hands of Taranee, who was seated under an umbrella, with both books open side by side in front of her. "Well, the symbols do vary from book to book... Whatever they say, it's not the same thing."

"It's too bad we don't know any spies." Will mused. "I bet they've got computers in the Pentagon or something that could translate it all in seconds."

Shaking her head, Taranee said "I dunno... The symbols bear a strong resemblance to the Voynich Manuscript."

"The what?"

"A several hundred year old book written in an unknown language that no one has ever been able to crack."

"Ouch. I hope that's not it, I hate mysteries."

"Hmmm..." Sighing, Taranee closed the books, returning Will's to her and placing her own back in her satchel. "Oh well. I'll worry about it later."

"Your head's out of a book!?" Will chuckled. "Finally! Let's go find some cute guys."

"Down girl, we'll..." Taranee narrowed her eyes. "Do you hear that?"

"Someone yelling?" Will asked. Both girls stood and looked around. Coming towards them was a horseback deputy. The horse was moving at a full gallop, and the deputy was swiping his hands at something buzzing around him. At first they both though it was some kind of large bird, that perhaps he had accidentally disturbed a nest. But as it got closer, they could see otherwise.

Horse and rider galloped past, and the girls saw that the shouting was coming from the flying creature harassing the man. "Just a dumb animal!? Just a dumb animal!? What am I then!? Do I sound dumb to you!? Or, what, do you think all Equines are stupid? You think you're better!? Speciesist bigot!!!"

Watching man, horse, and pony racing away, both girls were quiet for a moment. Finally Taranee said “Um, Will?”

“Yeah Tara?”

"That... Was a pegasus..."

"Yes."

"A technicolor rainbow pegasus."

"Yes."

"A talking, technicolor rainbow pegasus."

"Yes."

"A talking, technicolor rainbow pegasus with the symbol from your book on it's flank."

"Ye- Wait what!?" Will quickly looked down at her book, reviewed her memory of the pegasus as it flew past. "Holy crap you're right! What are we waiting for!? Let's go after it!" Grabbing up their belongings, the pair rushed off in the path left by the horse.

XXXXX

Halfway across town from the beach, Irma Lair rocketed along the sidewalk atop a pair of inline skates. Bystanders yelled and gestured angrily at the tomboy as she passed them with mere inches to spare, dodging left, right, jumping cleanly over the back of a barking German Shepherd. Reaching an intersection, she grabbed hold of a lamppost and used it to execute a flawless ninety-degree turn with practically no loss of speed, saluting the pedestrians she had left in her dust as she vanished from their sight behind the corner of the first building.

Three blocks further, Irma skidded to a halt in front of her destination: A large three story building that housed a number of independent businesses, the largest and most successful of which was the Silver Dragon Chinese Buffet. Though she considered their food the best in town, though, Irma wasn't there to eat. Like several of the other businesses around them, the Dragon's owner/operators lived in the second and third floors. Irma was there to see her best friend, Hay Lin.

"Irma!" A familiar voice called out as she entered the dining room, skates held by their laces over her shoulder.

"Heya Mister Lin. Hay-Hay home?"

"She's up in her room." Charles Lin replied. "Haven't been able to get her to come out all morning."

Irma frowned. That didn't sound like her friend. "You mind if I go see what's up?"

"Not at all. If you can get her out, we could use her down here."

"Gotcha."

Irma climbed the narrow back stairs to the third floor, and approached Hay Lin's bedroom. Sure enough the door was shut. Irma, being Irma, (which is to say somewhat impulsive and a shameless prankster), would have just thrown the door open and barged in, had she not heard talking. Though too muffled to make out the words, the first voice was clearly Hay. Then another voice spoke.

"Hay Lin you little minx..." Irma thought, assuming her friend had sneaked a boy in. "I always thought I'd be the first one to..." As the second voice spoke again, so softly Irma could barely hear it, she pressed an ear to the door, and just made out that the speaker sounded female. "Nah... I know she's not..."

At that point, Irma decided to just go ahead with what she would have normally did anyway. She threw open the door and stepped in. "Hiya Hay-Hay! Who you got hidden... in... here..." Irma came to a halt as she saw what was sitting on Hay Lin's bed: A small pony with yellow fur and a pink mane and tail.

"EEP!" The pony exclaimed, and jumped behind Hay Lin.

"Irma what are you doing here!?" Hay Lin demanded. "You scared her!"

"I just stopped by! And by the by Hay, you can't scare a toy." Irma peered around her friend's back. "Though, I gotta say, that is the best animatronics I've ever seen. I can't even make out the joints!"

"Fluttershy is not animatronic!" Hay Lin hissed. "She's a real flesh and blood creature like you or me."

"Flutter..." Irma broke into laughter. "Where'd you get a name like that!?"

"I'm so sorry Miss Fluttershy." Hay Lin said. "Irma's my friend, and usually a decent person, though as you can see she can be a real jerk sometimes."

"It's okay." Fluttershy whispered softly from behind the girl.

"Holy..." Irma eyed the pony with renewed respect. "You... You weren't kidding were you? But how...?"

"Should we tell her?"

"I think so." Hay Lin said. "But first she apologizes!"

"Okay okay, I'm sorry Hay Li-"

"Not to me! To her! You called Fluttershy a toy and made fun of her name!"

"Ahh crap, right..." Irma knelt down on her knees. "Okay, um... Little pony thing?"

"Fluttershy!"

"Right that. I'm sorry. I just never saw anything like you before."

Slowly, carefully, with a timidity that made Irma realize the second part of her name was very appropriate, Fluttershy stepped out from behind Hay Lin. "Apology accepted!" She said, and smiled.

"Cool. So, you were gonna tell me what the heck is going on here?"

Stepping past Irma, closing (and this time locking) her door, Hay Lin said "I found Fluttershy up on the roof when I went up to water mom's garden this morning. She doesn't know how she got here, though we both think that where she's from probably isn't anywhere on this planet."

"Yeah, I'd think if we had talking ponies around we'd know about it."

"Right."

Looking at Fluttershy Irma asked "And you have no idea how you got here from wherever you were before? What's the last thing you remember?"

"I'd... Rather not talk about that very much. But something really horrible was happening. I remember shouting for help from my friend Discord, but he didn't answer. Then I blanked out, and the next thing I knew I was here. I don't know how, though we do have one clue that somepony- I mean, someone, I guess, bought me here on purpose."

"What clue?"

"This." Hay Lin answered. She held up a large leather-bound book.

"What about the book?"

Fluttershy said "Do you see this?" She motioned to a picture of butterflies on her flank. "It's called a 'cutie mark.'" (At this, Irma began to laugh again, but quickly got control of herself.) Fluttershy continued "Every pony gets a cutie mark, and it's unique to each individual."

"Following you so far." Irma said, "But what's the book got to do with it?"

Hay Lin turned the book over, showing Irma the front cover. Emblazoned across it was a copy of Fluttershy's cutie mark.

"Whoa..." Irma said.

XXXXX

“Well that was rude.” Pinkie said, staring at the door the creatures had fled through.

“Yes well, you can often be a bit... Overwhelming.”

“Really? I hadn't noticed.”

Rarity shook her head. “In any case, it leaves open the question of what to do now. I rather suspect that perhaps we should leave this place posthaste. Between my lack of advanced magic and your lack of... ...pink... ...we would be quite unable to defend ourselves if were still here when whatever those things are return in numbers.”

“You really think they'll do that?”

“Seems a risk too big to take.”

From outside the barn, voices rose. “They're in there!”

“Beth are you sure about this?”

“I'm telling you what I saw and heard!'

“All right, all right...”

“Um, I think we're too late Rares.” Pinkie said.

A new creature burst in through the door, larger than the first two, carrying a large gun. “Holy... What are you things!?” It demanded in a male voice.

“We're ponies of course!” Pinkie said.

“Horses don't talk! You're some kinda aliens! Well, the invasion stops here!” The creature took aim and fired, Pinkie and Rarity leaping to the sides, taking cover in small rooms behind thick wooden walls. The gun boomed again, and again.

“Why are you doing this!?” Rarity shouted from her hiding place. “We don't mean you any harm!”

“You 'come in peace' huh? Yeah, I'm not dumb enough to buy that!”

“Okay Darling think...” Rarity thought to herself. “We're pinned down here. Help isn't coming. And all we have is my levitation...” Looking around the small room she had taken shelter in, the unicorn didn't see anything useful, until she looked up. Hanging from hooks embedded in a wood beam were numerous tools. “Oh! Idea!” She thought, and began carefully lowering several of the tools to the ground...

XXXXX

"Ugh..." Applejack moaned as she came to her senses. "What happened...?"

"I knew there was something special about you!" An unfamiliar voice exclaimed.

"Who?" Opening her eyes, the farm mare found herself laying atop a sheet metal floor. Cinder-block walls surrounded her on three sides, while the fourth side was a mesh of metal bars. "Why'm I in a jail cell?" She wondered. Rising to her hooves, blinking her eyes to clear the fuzziness, she became aware of the owner of the mysterious voice. Directly opposite the bars, kneeling down, was a mysterious creature, female Applejack guessed, with peach-pink skin and a blonde mane. "If'n you don't mind me askin', what are you? An' why am I in jail?"

"I'm a human." The girl answered, giggling lightly. "And you're not in jail, you're in an animal shelter."

"Now why'd you put a person in an animal shelter!?"

"Not me. I just volunteer here. And, well... Do you know where you are?"

"Last thing I remember I was on the farm." Applejack replied. "What's that got t' do with my question though?"

"Oh boy..." The girl paused, seemingly deep in thought. "I'm not sure how to explain this, but wherever you're from, it's nowhere near where you are now. See, my species has explored the entire world and never found talking ponies anywhere."

"Are you sayin' what I think you're sayin'? But, even if that's true an' I'm on some alien world, still don't explain why I'm locked up!"

"If that's how you see it your people must be very trusting. But really, the reason you're here is, that ponies on earth are just animals. They don't talk or anything. So when you were found passed out in the middle of downtown Heatherfield, you were bought here. Everyone else just thought you were a strange-looking pony, but I couldn't help but feel like you were special somehow."

"Lot 't wrap my head around..." Applejack looked down at the floor. "But I don't get any feelin' like you're lying to me, so I guess it's true. Wait, was it just me? Was there anypony else there?"

"Any pony? No."

"Hmm... Look, I don't suppose you can get me outta here can you? I mean, I don't wanna get you in trouble or anything, but I can't stay here. I've gotta find out what's goin' on, find my friends if they're here too, I've got a family and a farm 't get back to..."

"Don't worry. I'll help you out. But it'll have to wait until tonight. I'll sneak back in after dark, I know a way, and get you free. In the meantime, I would suggest not talking in front of anyone else. If other people find out you're an alien or something, well..."

"Thank you kindly... But if everyone else'd be afraid, why aren't you?"

"Well, that mark on your sides..."

"Y' mean my cutie mark?"

"I guess so... I found this weird book with that mark on it earlier today. So, I guess there's some kind of connection?"

"Where's Twi' when I need her?" Applejack muttered.

From somewhere else in the building, voices rose, growing louder. "Okay, I'll get you out tonight." The girl quickly said. "Anything else?"

Rubbing the top of her head with a forehoof, Applejack asked "Have ya' seen my hat?"

XXXXX

In spite of the relatively low level of exertion she had spent so far, Rainbow Dash was already getting tired. She guessed that it must have something to do with whatever was restraining her top speed; after all, she could normally fly for hours without wearing out. Not so today. In spite of herself, she had to let the horse-slaving creature go. She watched as it and the horse fled, galloping down the beach, up onto a sidewalk, and out of sight around a building.

"Ah good riddance!" She swore as she settled down onto a rocky outcropping near the shore.

For a few minutes, Rainbow just sat and watched the low waves roll in and out. She noted that, while her endurance seemed somewhat lacking, she was at least recovering quickly. A few more minutes and she'd be as good as new. Then a voice spoke behind her. "Um... Hi there."

Rainbow spun in place, locking eyes on a pair of beings similar to those she had seen before, but smaller. "What do you want!?" She demanded. "Come to turn me into a mount too?"

"A what!? No! I'm Will and this is Taranee. We just wanted to talk to you, that's all."

"Talk? Talk why?"

"For one thing, this." Will showed Rainbow her book, the copy of Rainbow's cutie mark on it's cover.

"Hey! That's my cutie mark!" Rainbow exclaimed. She buzzed over, close into Will's face. "Where'd you get it? Who gave you permission to use it? Do you want me to sue you!? 'Cause I totally will! Cutie-right Infringement is a serious crime you know!"

"'Cutie-right infringement'?" Taranee laughed. "Oh man..."

"It's not a joke!" Rainbow shouted.

"Okay, okay..." Will said, holding up her hands. "Sorry. But it's not my doing, I just found the book this morning. Or, I guess, it found me. Fell on my head."

"No lie?" Rainbow asked suspiciously.

"No lie." Will replied. "In fact... Tara?"

"Right." Taranee said. "Take a look at this." She produced her own book.

"That's my friend Twilight's cutie mark!" Rainbow said. "Look, what the hay's going on here anyway!?"

"We were kind of hoping you could explain that to us." Taranee said.

"Me!?" Rainbow laughed. "Rainbow Dash is no egghead."

"That's your name? Rainbow Dash?"

"You got a problem with it?" the pegasus asked defensively.

"Why would I-" Will stopped herself. "Okay hold it. We're getting off track here. Look, we both have questions about all of this right?"

"Right." Rainbow agreed. "You're right. Sorry. So, first off, what are you? And why do you think it's okay to treat equines as slaves?"

"We're humans." Will answered.

"And as for your second question," Taranee said, "Well, do you have like, farm animals where you're from? Or pets? Animals that aren't as smart as you that you keep around as companions or workers?"

"Sure. But what's that got to do with... Hold on! Are you telling me horses here are just dumb animals!? Well, what about Ponies then?"

"Horses, ponies, pretty much everything native to our world except us." Taranee confirmed.

"So, that human that was riding the horse..."

"Horses have been companions to humanity for thousands of years. They're not enslaved, they're well treated as allies and friends."

Rainbow face-hooved. "Ahh nuts, I can see the newspaper headlines back home already: 'Rainbow Dash Blows First-Contact.'"

"I dunno. It seems like a pretty understandable mistake to me." Will said. "So, where is home?"

"Equestria." Rainbow answered. "Assuming it's still there. Some really bad stuff was happening before I got knocked out and woke up here."

Before either girl could ask what kind of bad stuff, there was a sudden ear-splitting boom and a flash of brilliant white light. Both girls and the pegasus dived behind a large rock, peeking out together as the light faded. Before them, hanging in the air perhaps fifty feet up and two hundred feet to the south, was a swirling vortex. "Whoa..." All three whispered.

"Rainbow? You seen anything like that before?" Will asked.

"Kinda-sorta... It looks sort of like a magical gateway I guess."

"Maybe someone from Equestria is coming to rescue you."

"I hope so. It's cool to meet you two and all, but I wanna go home."

As the trio watched, the gateway began to ripple. And something began to come through...

XXXXX

"Spike!? Spike are you here!? Spike? Anypony? Anything?" Twilight Sparkle hung her head low as she fell silent. Tears welled up in her eyes, in spite of her determination not to cry. In truth, the unicorn was closer to despondence than she had been since the first Discord incident.

It had all started just the day before. A letter had arrived from Celestia, warning Twilight to be on the look out for any exceptionally out of the ordinary events. No explanation was given; indeed, the letter seemed to have been written in haste. Not knowing what else to do, Twilight had sent an acknowledgment and gotten to her day's work in the library.

Perhaps an hour later, alerted by the sounds of ponies out in the streets gasping and screaming, she had stepped outside to see what was going on. Everypony was looking in the direction of Canterlot, and when Twilight followed their gaze she nearly screamed out loud herself. Canterlot was ablaze. Thick black smoke rose from hungrily spreading fires that seemed to engulf the entire castle and the city beyond.

Then, impossibly, things got worse. From out of the burning capitol a network of thin black lines, like the fracture lines in a pane of broken glass, began to spread rapidly in all directions. As Twilight and the other citizens of Ponyville watched, two of the black lines spread apart high into the bright blue sky, then curved back towards each other. As soon as they rejoined, the entire section of sky that was visible inside them vanished, replaced by a black void.

That was when the real panic started. Twilight found herself in the midst of an equine riot of fear and terror. As ponies ran in the direction away from Canterlot, as the black lines began moving in their direction, as more and more places seemed to vanish into the void, She tried to move against the current, to get back to Spike, to find her friends.

"Twilight!" The mare heard Spike shouting for her from afar.

"I'm here!" Twilight shouted back. "Where are you!?"

"Twi!? Was that you? I'm still at home! What's happening!?"

"Hang on Spike! I'll get to you somehow!" Carried by the crowd, Twilight found herself looking straight up as a wide fracture ripped through the skies above. Terrified ponies were shouting that it was the end of the world, and privately she wondered if they were right this time. Surely even unicorn magic couldn't fix something like. "Oh duh. Unicorn." Twilight muttered. She would have face hooved if she could have. Instead, she marshaled her magic and teleported out of the throng, back to the front door of the library.

"Twilight!" Spike gasped happily as he caught sight of her and grabbed ahold in a tight hug.

"I'm okay Spike. But I don't know what to do."

"Bah." the dragon motioned dismissively, stepping away, "You're Twilight. You'll figure it out!"

What happened next would, Twilight suspected, be seared in her memory for as long as she lived. Before she could respond, another of the fracture line cut through the library, directly between her and Spike. It wrapped up, around, completed a jagged loop. And the place where Spike had been standing vanished into a void. Twilight was aware of herself whispering "No no no no no" over and over, was aware of racing all the way around the void. It had been made by two dimensional lines intersecting. Yet the results were three dimensional. Spike was gone. Maybe dead. Maybe worse than- "No!" Twilight shouted. "I won't accept that! There has to be a way to-"

The next thing she knew she was waking up in a drainage ditch, a thin ribbon of water flowing languidly through the bottom. It didn't take long to figure out that she wasn't in Equestria anymore. And from there, it didn't take long to suppose that perhaps there was no Equestria anymore. Giving in at last to the tears, Twilight fell to the ground, not knowing if she could go on. The sound of a familiar voice pulled her out of her misery. "It can't be... Can it? Am I not alone here!?" Cheered by the thought, Twilight cleared her eyes and raced down the ditch, towards where she had heard the voice...

XXXXX

Cornelia Hale stomped towards her Uncle's barn, accompanied by her crying sister. As if it wasn't bad enough that she had to spend part of the summer out here; Cornelia was much happier in a mall than a corn field. But now she had to deal with something that had Lillian a sobbing wreck. Stalking past and ignoring her Aunt Beth, the teen barged right into the barn. "Uncle John what are you doing!?" She demanded.

"Get out of here Cornelia!" John yelled. "It's dangerous!" He kept his gun cocked and read, aimed towards the back hallway.

"Dangerous? Lillian said you're trying to shoot horses!"

"He is!" the younger girl cried.

"Weird talking alien horses!" John insisted. "They're here to kill us all!"

Cornelia rolled her eyes. Though level-headed in most ways, her Uncle had always been a bit iffy when the subject of flying saucers and little green men came up. "Really? Why would aliens be horses?"

"Ponies!"

"Okay ponies, whatever-" Cornelia stopped short as she realized she didn't recognize the voice. Peering around a corner was a pink face. "Holy..."

"See? What'd I tell you!?" John shouted, taking aim and firing just as the pony face ducked back out of sight.

"We're not the bad guys here you know!" The pony shouted, staying hidden this time.

"Oh yeah? Then who is?"

"At a guess? Probably that thing behind you."

John didn't buy it at first, certain it was a distraction. Cornelia looked, though, and screamed. This got the man's attention. Looking over his shoulder, he saw two things. First, his wife running to join him. And second, a swirling vortex forming in the sky just outside the barn.

As the humans turned to face the vortex, the ponies stepped out of hiding, also watching it warily. "What the hell?" Cornelia whispered.

"Something magical darling. That's all I can say."

The vortex suddenly swelled wider, and something came through. It was very tall, at least ten feet, and shaped basically like a human save for two extra arms and an extra joint in each limb, semi-transparent, with the look of organics and machinery rolled into one. Whatever it was, it stepped forward. A beam of light shot out from the center of the body, passing over John but not harming him.

"Positive identification." The entity said. "Male human. Indigenous. Target profile: Negative."

"What do you want?" John shouted.

"Mission parameter one: Classified. Mission parameter two: non-classified: Book holders. Mission parameter three: non-classified: Element Bearers."

"Book holders?" Lillian wondered.

"Uh-oh." Cornelia said.

Hearing this, the entity immediately scanned Cornelia. "Target Acquired. Tome of Generosity. Surrender the book." It began to move towards the girl.

"Ahh crap!" Cornelia exclaimed, turning to run. She fled down the hallway between the two ponies and out the back door.

"Tome of Generosity?" Rarity whispered. She looked back at what she had cobbled together from farm tools. "Pinkie darling, I'm going to give us a distraction. I suggest we follow the girl."

"Ready when you are."

The giant became aware of the ponies. Scanned Rarity. "Positive identification: Element of Generosity. Threat level: Low." It turned slightly and scanned Pinkie. "Positive identification: Element of Laughter. *Warning! Class Eleven Reality Bender!* Threat level: Extreme."

"Not a threat!? We'll see about that! Pinkie? Now!" Gathering her levitation magic, Rarity gathered up the various farming implements she had prepared. Originally, her plan had been to frighten the humans away by levitating the tools out, hanging together, as if an evil spirit was animating them. Now, she instead used them as a distraction.

As the loudly clanking assemblage hovered into view, the giant turned and began to scan them. Rarity flung the mass at the giant even as she and Pinkie made a run for the door. She didn't really know what happened next; only that as they reached the edge of the corn fields the giant was still coming.

"We have to find the girl!" Rarity said as she ran alongside Pinkie, "There's some kind of connection between us!"

"I'm pretty sure she went this way!" Pinkie answered, "I can still smell her cologne!"

"Right, so let's catch up before whatever that thing is does!" They nodded in agreement, and galloped along in silence...

XXXXX

Back at the Silver Dragon, after Irma had left, Hay Lin finished helping her parents through the lunch rush then sneaked back to her room to check on Fluttershy. She found the mare hiding under her bed hugging a stuffed toy dog tightly with her forehooves. "D'awww..."

"Oh! I'm sorry!" Fluttershy whispered. "I didn't mean to touch your things, I just found this guy and he was so cute and soft and he reminds me of some of the animals I take care of back home and I just couldn't resist! Please don't be mad!"

"Oh I'm not mad." Hay Lin chuckled. "You can hug Mister Pooches whenever you want! But right now why don't you come on out? I've got some lunch for you! Fried rice and banana pudding!"

Fluttershy carefully eased out from under the bed, and to Hay Lin's surprise managed to pick up a fork with her hoof. "Oh yes," the mare said when asked, "Equestrian ponies have a lot of dexterity in out forehooves. And we pegasai can also do this..." She transferred the fork to a wing.

"Cool!"

As Fluttershy was finishing up her meal, Hay Lin's cell phone began to ring. She answered to the sound of Irma shouting. "Hay Lin! What have you and that horse gotten me into!?"

"Pony." Hay Lin corrected. "And what do you mean?" She put the call on speaker so Fluttershy could listen. In the background of the call were sounds of screaming, and the rumble of destruction.

"Oh I'll tell you what I mean! I mean... Hang on a sec..." Irma stopped talking, but they could hear her breathing hard, the sounds of rapid footfalls, something that sounded like a sci-fi movie laser beam, and the crash of something nearby collapsing, accompanied by Irma shouting "Take that ugly! Take... Uh-oh!" the running sound resumed, and a moment later Irma came back on.

"Where was I? Oh, right. So, what happened is, first I meet the pony. Then you show me the book. And I think, 'Oh, it'd be cool to have a book of my own!' So, I'm going home and I stop at Taco Queen for a burrito-"

"Didn't you eat at the buffet before you left here?" Fluttershy asked.

"It's Irma. She would consider an entire extra large deep-dish pizza to be a small appetizer." Hay Lin explained.

"Focus you two!" Irma yelled. "I stop for a burrito, get home, open the bag, and you know what was inside!? Not my burrito! Another one of those books!"

"A book with my cutie mark?"

"Nah, not yours. Some balloons."

"Three balloons!?" Fluttershy gasped. "Yellow and blue!? That's my friend Pinkie Pie's cutie mark!"

"The point is," Irma shouted, getting exasperated, "That now I'm being chased by a giant monster thing that wants the book!"

"Monster?" Fluttershy shrunk back, tried to hide behind her mane.

"Right! And this thing just doesn't give up! It's been after me for ten blocks so far, and I'm starting to get tired! Is there anything you can do?"

"We'll be right there Irma, hang on!" Hay Lin announced. She looked at the terrified pegasus. "Right? I mean, we have to help a friend, no matter how scared we are."

Reluctantly, Fluttershy nodded. "Yes. Yes, you're right of course. L-let's go..."

XXXXX

"Positive identification." The giant looming over the beach declared, "Element of Loyalty. Threat Level: Moderate. Orders: Acquire at all costs."

"Friend of yours?" Taranee asked.

"Never met him." Rainbow answered. "Though, it sounds like he's heard of me."

"Guys? Shouldn't we be running for our lives?" Will asked as the giant approached.

Rainbow said "We'll call that plan B. First, if he wants me then I want a shot at him." Before Taranee or Will could stop her, the pegasus shot forward to meet the giant. Flying circles around it, she said "You want a piece of me big guy!? 'Cause I'll show you 'moderate' threat! I've got a black belt in Broken Wing you know! Hiii-yaa!!!" Rainbow attempted to engage the giant with her martial arts training. It didn't go well. The moves seemed right to her, but something was off; they just didn't have the speed or power they should have.

After ignoring several blows, the giant countered, knocking Rainbow away with with a hard slap of one of it's arms. Luckily, the blow sent her flying back in the direction she had came from, back towards, and indeed past, the watching girls. "Oh I hope she's okay!" Will exclaimed.

Alerted by her words, the giant scanned the girls. "Positive Identification: Tome of Loyalty. Positive Identification: Tome of Magic. Targets acquired."

"Run!" Taranee shouted, and they both fled in the direction Rainbow had been knocked.

They ran past a place where the beach curved in a gentle arc around an outcropping of rock, momentarily out of sight of the Giant, though it was still coming. A short distance further along was a dock, with several small boats tied up. The pegasus had landed here, and was getting back to her hooves when the teens arrived.

"I'm okay!" Rainbow insisted, though she didn't look it.

Taranee said "I have an idea... Rainbow, can you spare a feather?"

"Spare a... Sure." Rainbow plucked a loose feather from her wings. "But why?"

"Hide." Taranee said. "Under the dock." She ran across the dock to an empty boat, tossed the feather in, then untied it and started the outboard motor. As the boat careened off into the water uncontrolled, she rejoined Will and Rainbow.

"What's that supposed to do?"

"Diversion I hope." Taranee answered. "Just be ready to run if it doesn't work."

Twenty seconds more and the giant arrived, scanning everywhere, trying to regain it's quarry. Luckily, it scanned the boat before the dock. Announcing aloud that it had a target lock, it turned and pursued the boat out over the water.

"It thought one feather was all of me?" Rainbow asked.

"Yeah. Now let's find a place to hide before it comes back." Will replied.

They found refuge several minutes later in a cave along the shoreline. "So," Will asked, "What were you thinking!? Attacking that thing!?"

Rainbow looked down. "It should have worked! But, it's like most of my pegasus magic is gone! I don't understand it!"

"Another question is why it came after us too."

"There's a connection." Taranee said. "It called Rainbow the 'Element of Loyalty' and your book the 'Tome of Loyalty.'"

"Rainbow Dash! I knew I heard your voice!" Someone suddenly shouted.

"Twi!?" Rainbow grinned from ear to ear when she saw her friend. They ran to each other and embraced.

"Um, Tara?"

"Yeah Will?"

"That's a unicorn."

"Yes."

"A talking purple unicorn."

"Will let's not do that again."

"Oh alright... Friend of yours Dash?"

"Oh right! This is Twilight Sparkle! Twi, this is Will and Taranee, they've kinda been trying to help me out."

"Huh. She matches my book." Taranee mused.

"Book?" Twilight asked. She was shown the mysterious tomes, but had no more idea of what they were for than anyone else did, nor could she read the language.

Further consideration was cut short by the return of the giant. As the foursome fled, Twilight continued trying to piece the puzzle together even as she galloped alongside the others. "Okay...So I'm the element of magic... And Taranee has the book of magic... But why did the book come to Taranee and not somehuman else? There must be some other connection..."

"You're both eggheads." Rainbow offered.

"You're a student of human magic?"

Taranee shook her head. "Humans don't have magic. But I guess you could call me a scholar."

"Me too! So there's one connection..."

Will asked "What about Rainbow and me? I mean, I'm loyal to my friends and all, but it's not some big central defining trait!"

"What else do you like to do?"

"I collect toy frogs! Um... I'm kinda book dumb..."

"There you go."

"Hay!" Rainbow complained.

Twilight grinned. "Just kidding. What else Will?"

"Well, I'm a competitive swimmer..."

"Swimmer? You're an athlete?" Rainbow asked. Will nodded. "Me too! Though most of my sports are aerial."

"Oh that'd be cool!" Will exclaimed, "Being able to race in the air under your own power!"

"Totally! Coolest. Thing. Ever!" Rainbow enthused.

The pair smiled at each other, connecting on a level they hadn't managed before. And then Will yelped as her book began to glow brightly and levitated itself up and in front of her, opening as it did so. The group stopped running, and Will said "Hey guys? Part of the text has changed to words I can read." The others gathered close to see for themselves, but found that only Will could see the words. Twilight asked her what it said, and she told them.

You could almost see the light bulb go on over Twilight's head. "Will! I've got a suspicion... Say the words again, aloud and forcefully!"

"Do I have to?" Will asked, "It doesn't make any sense."

"Just do it!"

"Okay okay..." Will narrowed her eyes. "Mystic Spectrum! Broken Wing Style!"

Brilliant white light flared from the open book, and also from Rainbow Dash. The pegasus vanished into a swirling aural column, and when the light faded and she reappeared, she looked different. Well, actually, Rainbow herself looked the same, but she was now dressed in a white karate gi with a black belt tied at her waist, and a white headband with a kanji symbol over her forehead.

"...Rainbow Dash?"

Rainbow looked back at the approaching giant, then gave the others a smirk and said "I know kung-fu."

Will and Taranee looked at each other, then back to the pegasus. "...Wot?"

Chapter Two

P.O.N.I.E.S.

Chapter Two

Applejack paced back and forth in the in the small pen that contained her, grumbling to herself under her breath. "This is humiliatin.'" she complained. And indeed it was; for one thing, she was hungry and thirsty. But the only 'food' provided was some sort of hard dry pellets, and the water was dispensed via a gravity-fed bottle hanging from the outside of the cage. The farmer refused to reduce herself to the indignity of either.

"At least I don't have t'... ...go... ...yet." She thought, looking down at the open grate flooring.

Perhaps worse than any of these things was the near-constant parade of creatures, 'Humans,' the girl Elyon had called her species, that passed by and stared in at her, talking about her as if she wasn't even there, though in all fairness that did make sense seeing as they didn't know Applejack was intelligent. More than once she was tempted to shock them by introducing herself. But she suspected that Elyon was probably right; the fewer of these human things knew the truth, the better her odds of getting free and maybe finding her friends and family.

So for nearly three hours Applejack stoicly bore the circumstances, hoping that Elyon would keep her promise. It was just past lunch time when it happened. Another pair of humans were busy staring into the cage. Behind them, unnoticed, Elyon gave Applejack an apologetic smile and pulled an object just far enough out of her backpack for the pony to see that it was her hat. Applejack smiled back as Elyon rehid the headwear.

"Did you see that!?" One of the humans asked the other. "Was that a smile?"

"You're off yer' rocker Dan. Horses don't smile."

"Well this one just did." Dan insisted.

"No way... Though I admit she is quite the oddity. Never seen a creature quite like her."

"See? There you go! Normal horses don't smile but this one isn't normal Ted."

"Pony." Elyon said, then realizing what she had done she covered for herself "Horses are big. She's small. So, pony."

Dan said "Or maybe neither... I mean, look at her. Huge eyes positioned for stereoscopic vision, unusual proportions, especially the big head for the size..."

Ted added "And she's in good physical condition. Not wild, clearly taken care of."

"Right," Dan agreed, "Remember the hat she was wearing when she was found? And what do you make of the apples on her flanks?"

"Some kind of dye job clearly. But I've never seen such detail in that kind of thing... It's almost as if-"

Ted was cut off as another human stepped through a door and called out, "Everyone! My office now!"

Dan and Ted shrugged and walked away, Elyon waiting until several other humans had passed by before leaning in close and whispering "I am SO sorry..."

"Ain't you." Applejack whispered back."

"I better go!" Elyon whispered, and ran to catch up with the others.

Alone now, the pony considered trying to break out on her own. After all, while she was getting a generally trustworthy vibe from the girl, she still didn't really know her. Her deliberations were cut short when, less than ten minutes later, a back window opposite the door the humans had all exited through suddenly popped open and Elyon appeared, sliding down through the window and running to Applejack's cage.

"What'n tarnation?"

"Change of plans!" Elyon said, working the lock on the cage. "Something weird is going on, well, something else weird I guess... Point is, the whole neighborhood's getting evacuated, that's what Donald called us all into his office for. So, we've got to move." With a cheer of triumph, she sprung the cage door.

"Evacuation?" Applejack asked as she hopped down to the floor, "Why? What's going on?"

Elyon handed over Applejack's hat, which the mare happily placed properly on her head, as she said "No idea. But Donald seemed really freaked so it must be pretty bad."

"Well then, let's get while the gettin's good..." Applejack fell silent for a moment, both ears swiveling to face towards the north. After a moment she asked "Do you hear that?"

"Yeah, now that you mention it... Some kind of buzzing, getting louder."

"Louder or closer." Applejack said. "I'm thinking we'd better move even faster than we thought, bet anything that sound's whatever y'all are evacuatin' away from."

They rushed together to the window, where Elyon levered herself up and out through the open bottom pane, then turned and reached back in to help the pony. Applejack took the girl's offered hand and in moments both were outside. The day was sunny, without a cloud in the sky, yet due to the evacuation order there was no one in sight.

"My house is this way!" Elyon hissed softly, and led the way south and east to a small grove of trees. She would have continued, but Applejack stopped.

"Buzzin's still comin' closer, but we've got some cover here. Let's see what we're dealing with." the mare said.

Elyon nodded, and they stooped down, watching from concealment. After what felt like forever but was probably only three or four minutes, something came into sight around the far corner of the animal shelter. Tall, vaguely humanoid, with too many limbs and a semi-mechanical appearance, the new arrival stopped and scanned the ground just outside the window they had escaped from.

"Tracking program active. Possible magical trail detected, re: Element of Honesty; Tome of Honesty. Threat level: Moderate. Resume tracking." It then turned and began to slowly but steadily move towards where girl and mare were hiding.

"Oh that ain't good."

"Let's get outta here!"

Applejack nodded. "Ain't gotta tell me twice!"

Together, they turned and fled...

XXXXX

"What do you mean you 'Know kung-fu?'" Taranee demanded of the Rainbow colored pegasus now hovering before her dressed in a karate gi.

Rainbow Dash laughed. "Sorry. Old movie reference, from a pony film called 'The Maretrix.' But yeah, remember I told you I have a black belt in Broken Wing?"

"Broken Wing?" Will asked.

"It's a pegasus martial art form." Twilight offered, "Built around the advantages of being flight capable and having two extra limbs to land blows with. And yes, Rainbow Dash is a master of the art."

"But you tried that before!" Will exclaimed, "And that thing kicked your butt!"

"That was before. But Will, I feel it now! My moves are back! I can fight now, thanks to whatever that book did!" Rainbow argued.

"Well, okay maybe... But fight that thing!?" Will insisted.

"Watch me." Rainbow grinned. Before anyone could stop her, the pegasus was off, flying directly towards the approaching giant.

"Threat detected." It said. "Initiate defensive protocols." Beams of energy lanced out from the giant, trying in vain to lock onto the agile pegasus as she zipped left and right, up and down, twirling head over tail, laughing as she went.

In only seconds she was there, launching into an all-out attack on the giant. The creature tried to fight back, but as anyone who has ever been on the receiving end of an assault by a martial arts master can attest, the rapid impacts from even four limbs can be overwhelming. Counting Rainbow's wings and tail, the giant was up against seven.

Rainbow struck to the left side, battering the giant's shoulder with a flurry of strikes that left both arms on that side limp and useless. The giant swung around with it's right arms, but by the time it did so the pegasus was already gone, flying in a wide arc that bought her up between it's legs, where she struck with a powerful blow.

Watching the battle, Twilight and the human girls winced. But the giant didn't seem bothered by that particular hit. "Huh. Guess it's not a guy." Will said.

Twilight said "I don't think it's either. It looks more artificial than natural."

"Agreed." Taranee said.

As Rainbow recovered from the failed attack and lined up to go again, Twilight said "If only I had all of my magic I could help her! Isn't there anything we can do?"

"Okay, let's think: Rainbow Dash got her fighting skills back when Will read from the book with her flank-symbol thing on it..." Taranee said. "So, it stands to reason that the book with your symbol has your power locked up..."

"Cutie marks." Twilight said. "That's what they're called. But I agree with your analysis... The question is, what did Rainbow or Will do to unlock that part of the book?"

As Taranee and Twilight tried to figure out the answer, Rainbow continued to fight. The giant, having figured out that Rainbow was too fast to nail with physical blows, changed it's tactics, switching over completely to energy weapons which now lanced out in all directions. The beams were of course faster, and could probably have connected with Rainbow were it not for the totally unpredictable nature of her movements; each time the giant thought it had a lock, she would vanish and come in from another unexpected vector. She slammed it's side with a karate chop, bonked it over the head with both forehooves, and in one memorable attack came in from behind, spinning like a saw blade, striking with all four hooves, both wings, and tail over and over.

Good as Rainbow was though, her cocky overconfidence eventually gave the giant an opening. As it fell to it's knees from a blow to the joints from behind, she zipped around to the front. "Booyaa!! Who's the mare?" Who's-" She gasped as the giant suddenly moved quickly and grabbed her.

"Dash!" Twilight screamed. "Advanced magic or not, I'm going in!" She ignored Taranee's shouts for her to stop and galloped forward, her horn flaring to life as she called up the only magic she still had access to: levitation. Grabbing up a large rock, Twilight threw it as hard as she could at the hand holding Rainbow. The impact got the giant's attention, though it still held tight to Rainbow.

"Threat detected: Element of Magic. Engage." Rising back to it's feet, the giant stalked towards Twilight as she stared it down defiantly, throwing more rocks that dinged off it's body, seeming to do little more than annoy it.

"Twilight! What are you doing!?" Taranee demanded as she caught up.

"Saving my friend!" Twilight insisted, and lobbed the largest rock yet.

The giant fired an energy beam, which barely missed as Twilight dodged to the left, the beam blasting into the rock wall behind where she had been standing. And then...

As the smoke cleared, everyone could see that the blast had uncovered something hidden beneath the stone. It was a large crystal, clear as glass and faintly radiant. "What is that!?" Will wondered.

The giant suddenly focused on the crystal. "Omega Directive Online. World Shard Detected. Override all other directives and acquire at any cost." It dropped Rainbow, seeming to forget about everyone and everything except the crystal which it slowly moved towards.

"Dash!" Twilight shouted.

From behind the giant came a wobbly voice. "I'm fine. Ow..."

Twilight was surprised when Will, who had been looking back and forth between the giant and the mysterious crystal suddenly knelt down next to the crystal and picked it up. "What are you doing!?"

Will shrugged. "I have no idea what this thing is," she said, "but if tall dark and evil wants it then it stands to reason we probably want to keep it away from him."

"Sound." Taranee agreed.

"Halt!" The giant announced. "Relinquish the World Shard. Comply or be eliminated."

"This is probably the part where we should start running for it again." Twilight said. "Rainbow Dash! Are you okay to come with us?"

Rainbow rose into the air on uncertain wings and flew the long way around the giant, rejoining the others. "Gimme a minute and I'll pulverize him good!"

"Maybe later. Right now let's just get outta here..." Taranee insisted. They ran, and the giant slowly followed...

XXXXX

After running through her uncle's corn fields for what felt like eternity, Cornelia Hale emerged alongside the narrow gravel road that fronted the property. Falling to her knees in exhaustion, she looked around and was surprised to see how close she had been to the farm's main driveway; it met the road less than twenty feet from where she was.

"Go to the farm!" The girl complained, "It'll be good for you! There'll be fresh air and corn and ponies and alien death machines! I swear if I survive this Mom and Dad are never hearing the end of it!"

Cornelia quickly swiveled around, back to her feet, as she heard rustling in the corn. She expected the giant monster, and was surprised when instead the two ponies tumbled out of the field. "Yay! We found you!" The pink one exclaimed. "I'm Pinkie Pie and this is Rarity!"

"And you are...?" Rarity asked.

"Um, Cornelia."

"Lovely name. But perhaps we should play 'getting to know you' somewhere else?" Rarity glanced back over her shoulder. "Our unpleasant nemesis may be slow, but it's almost certainly still coming this way."

"Probably." Cornelia agreed, "But my legs are done... I can't run any further... Maybe you two should save yourselves."

"And leave you behind!? No way." Pinkie said.

"Indeed. Most unacceptable." Rarity looked around. "Maybe we can hide somewhere and let it pass us by."

"Hide? This is farm country, besides the farmhouse and barn back the way we came there's nothing for miles but corn."

The question of what to do was answered from a surprising source. A battered pick up truck swerved out of the driveway and squealed to a stop before the trio. Inside were Cornelia's little sister, aunt, and uncle. "Seein' as how that monster's after the two of you, I'll give you a chance." John said to the surprised ponies. "All of you get in the back!" They rushed to climb into the truck bed, and John mashed down on the accelerator as soon as Cornelia had the tailgate latched.

No one said anything else during the ride. They sped down the narrow gravel lane at speeds far too fast to be safe, luckily not encountering law enforcement or any other drivers, until John finally pulled over at a lay-by perhaps ten miles down the road.

"Okay." The man said, getting out of the cab and standing next to the bed, "I said I'd give you a chance and I meant it... So: What the hell is going on here!?"

"I'm afraid that I honestly don't know." Rarity answered. "We didn't come here on purpose. Or, at least not our purpose. All I remember is being in my boutique, working on a rush order, there was some yelling outside, then I woke up in your barn with a splitting headache."

"I was outside when it happened." Pinkie said. "Canterlot was on fire, the whole city!"

"What!?" Rarity exclaimed.

"Canter...lot?"

"Our capitol city. Pinkie are you sure? The whole city?"

"Yeah. The castle too. You could see it really well from Ponyville. Then it was like the whole world started falling apart into little pieces and everypony was shouting about it being the end of the world or something! And that's all I remember." Pinkie hung her head low.

"Horrible." Rarity sighed.

"What about the monster?" Cornelia asked.

"I've never seen anything remotely like it." Rarity answered. "Although... It clearly knew not just what but who Pinkie and I are. It correctly identified us as the element bearers for Generosity and Laughter."

"Elements?" Lillian wondered.

"The Elements of Harmony!" Pinkie said. "Equestria's greatest defensive weapon."

"Yes, there are six of them in total: Honesty, Kindness, Loyalty, Generosity, Laughter, and Magic."

Aunt Beth asked "Well, if you have two of these weapons does that mean you can do something about our monster problem?"

Rarity shook her head. "The Elements only work when all six are gathered together. Of course, this isn't to say that either of us are defenseless ordinarily... But since we've arrived here our magic seems severely limited."

"You can do magic!?" Lillian asked wide-eyed.

Rarity smiled at the girl and levitated a small wrench in the truckbed. "Somewhat. As I said, we seem limited here. Levitation is all I can do, and Pinkie's... ...um... ...unique... talents seem utterly inaccessible."

"Okay well I have another question then." John asked, "Why did the thing go after Cornelia? What does she have to do with this!?"

"I... May have some of the answer..." Cornelia admitted. She looked at Rarity. "You called yourself the Element of Generosity right?" The unicorn nodded. "It said it was after me because I had the Tome of Generosity. I'm guessing that means this book that appeared out of nowhere in my room this morning." She pulled the book out of her pack and showed it to them.

"Rarity!" Pinkie gasped, "That book has your cutie mark!"

"Indeed." Rarity said, turning slightly to show the others her flank. "There must be a connection between the two of us."

"Connection?" Cornelia asked.

Rarity simply shrugged. Before she could say anything more Pinkie pointed with a hoof back the way they had came from. Smoke was rising into the sky from several places, in a line getting closer to where they were. "It's coming." Beth said.

"Then let's keep running!" Cornelia said.

"I suspect that's no good." Rarity sighed. "It'll just keep coming until it catches us. And in the meantime, anyone unfortunate enough to get in it's way will suffer."

"She's right." John agreed. "There has to be a way to put a stop to this!"

"It wants us." Cornelia said. "Maybe that means we're a threat somehow. Maybe there's something we can do."

"It did call Pinkie an extreme threat." Beth mused.

"Ordinarily, yes." Rarity said. "But right now..." She looked at the book Cornelia held. "That has to be the answer."

"Maybe if I could read it." Cornelia answered. "But it's just unreadable gobbledygook. I mean, look at this!"

Rarity took the book in her magic aura, leafing through the pages. "Interesting... I don't recognize the language, but these illustrations, they resemble my own short hoof style for quickly plotting measurements for cutting fabrics..."

Surprised, Cornelia asked "Fabrics? Like for clothing? But you don't wear anything!"

"Not normally darling. Ponies don't consider it to be naked since our coats and tails cover everything. But we do dress up for special events, or when the weather turns too cold for our own coats to keep us warm."

"You're a clothing designer..." Cornelia grinned. "That's so cool! I love fashion and high style!"

"Yes, what you're wearing is quite stylish... Though a few gemstones around the collar would offset your eyes beautifully."

Girl and Unicorn smiled at each other, and the book flared with a brilliant white light.

"Whoa!" Cornelia exclaimed, jumping in surprise. The book floated in front of her and opened itself to a particular page. "Um, you guys? Part of this is readable now." She said.

At the same time, the line of smoke trails marking the approaching giant's position began to move faster than before, homing in on their position. "Let's make up our minds here folks!" John shouted, "Stay and fight or run for it?"

"Stay." Rarity said defiantly. "I might not be the magical prodigy that my dear friend Twilight is, but even I can now see the connection between myself and this book... Cornelia darling? Read what's been translated."

"What?"

"Read it dear. Out loud, forcefully."

"All right... 'Fashion Fabulous! Glittering Gemstrike!"

The book flared with light again, as did Rarity. "Rares!? You okay!?" Pinkie asked.

"More than okay Pinkie dear... It's as I thought, my missing magic is locked away in the book. By reading those words, Cornelia restored a small part of it. I can sense the presence of hidden gems again."

"Um, that's cool and all, but it doesn't sound like something you could fight a battle with."

"On the contrary..." Rarity grinned, eyes narrowed, "it's exactly what I need..."

XXXXX

Hay Lin had watched a lot of cartoons in her life. Still watched them, in point of fact. And so when the book with Fluttershy's cutie mark on it suddenly flared with light and translated a portion of itself, she knew exactly what she had to do.

After agreeing with Irma that they would try to meet up at the front gates of the Heatherfield Zoo, Hay had found a large backpack and emptied it out, leaving just enough room for Fluttershy to hide inside, out of sight of people on the street. They then sneaked out the back, and headed north towards their destination.

For the first few blocks nothing had seemed out the ordinary. But around the halfway point things changed. The rattle of gunfire announced that city police had arrived and were trying to combat the threat, but all too soon the sounds tapered off and stopped. Groups of terrified citizens rushed by, all going the other way, all too focused on escape to pay the young girl any heed as she continued along.

The zoo was deserted. Kneeling inside one of the turnstile entryways, Hay Lin opened the bag and let Fluttershy out. "Is this really a good idea?" The pegasus whispered. "All these poor animals could be endangered!"

"I know, but this was the best place for Irma to try to meet up with us."

"If you say so." Fluttershy said. She cast a gaze all around the area. "Do you know which way she should be coming from?"

"Not really... I mean, she's coming from the west but with having to do whatever it takes to not get caught... Hey wait! You're a pegasus! You can fly up and get a better look!"

"Oh-okay." Fluttershy spread her wings and ascended straight up, looking all around as she went. At a height of three hundred feet, she caught sight of Irma, easily identified by both the fact that she was the only human in sight, and also the giant monster following close behind. "She's almost here!" Fluttershy said as she landed, "But the monster isn't far behind!"

"Banzai!!" Irma whooped as she rounded the corner and skidded to a halt. "I hope one of you two has a plan!"

"Not as such." Hay Lin answered.

"Well it's about three minutes behind me... Into the zoo!"

"But... the animals..." Fluttershy argued.

"Discuss it later!" Irma countered. "In!!"

Racing through the zoo, between containment areas for giraffes, baboons, and elephants, they came to a dead-end where the paths converged on the entrance to a massive aquarium building. "It's locked!" Hay Lin shouted. "Now what!?"

"No idea." Irma said. "You're the one whose pony is here, shouldn't you be figuring something out? I mean, all I've got is this stupid book I can't even read!"

"Calm down Irma..."

"Oh, I know!" Irma continued, clearly not calming down, "Maybe it's like Beetlejuice! Maybe I just need to say this Binki Bli-"

"Pinkie Pie." Fluttershy corrected.

"-Right that. Maybe I just need to say her name three times in a row and she'll appear at my side! Let's try it! Pinkie Pie Pinkie Pie Pinkie Pie-"

"Hi!!"

"Gaah!!" Irma screamed as she jumped away from the pony that had appeared beside her.

"Pinkie!" Fluttershy squealed happily, hugging her friend tightly.

"I can't believe that worked. Where did you come from!?"

"The cornfield." Pinkie answered honestly, "Though I'm not sure how with my pinkiness on the fritz. So, what's going on here?" Even as she asked, the giant arrived, blasting through the outer wall of the zoo. "Oh. Another one of these meanies."

"Another one!? There are more!?"

"We should run." Pinkie sagely observed.

"Can't! Door's locked!"

"I got it!" Pinkie said, pulling a pin from her mane and going to work on the lock.

While Pinkie fiddled with the lock, the giant drew closer. It tore through the walls of the elephant enclosure, drawing the ire of a large bull elephant that charged trumpeting at the intruder. All the pachyderm got for its trouble was a blast of energy that shocked it backwards where it slumped against the far wall, injured but alive. And that was when Hay Lin and Fluttershy got mad...

"You big meanie!"

"You jerk!"

"How dare you hurt that poor elephant?"

"Pick on something your own size!"

And that, of course, was when the book had lit up. "What the hell!?" Irma had exclaimed.

"I got the lock!" Pinkie announced unfazed by the new development as she swung the door open.

"Oh yeah..." Hay Lin smiled. "Just like in all those anime... You ready Fluttershy?"

"Um, ready for what?"

"This!" Hay Lin held the book out, trying to strike a 'cool' pose as she read "Fluttering Wing! Pony Dolittle!"

"Oh my!" Fluttershy squeaked as she rose glowing into the air. But as the lightshow ended she was beaming with delight. "I can feel it! I can feel it! I've got my ability to talk to animals back!"

"Great, that's a big help." Irma snarked.

"Actually it is! Follow me everyone!" Uncharacteristically bold, the pegasus flew into the aquarium building through the door Pinkie held open. Inside, she flew first to a semi-aquatic enclosure occupied by beavers. "Excuse me?" All of the rodents looked towards Fluttershy as she continued "Could a couple of you maybe give me a hoof with something? It's very important!"

"Erm, Hay Hay?" Irma said, "I'm thinking maybe your pegasus is a bit cracked in the head."

Hay Lin slapped Irma across the cheek. "That's mean!"

"Well... but... She's talking to rodents!"

"Well of course she is!" Pinkie said, "Animal communication is her special magical talent!"

"Wait really? And they understand her?" Irma asked.

Pinkie pointed. "See for yourself!" Fluttershy had carefully lifted a pair of volunteers out of the exhibit, and they were now following along behind her.

"It's gotta be close! Let's go!" Fluttershy said and flew off, Pinkie, girls, and rodents behind. They made their way down a wide winding hallway, past numerous exhibits, until they found what the pegasus was hoping to find: An enormous, open-topped dolphin tank. The booming rumble of the giant smashing its way into the building came just as she landed next to the top of the tank and began speaking with a trio of dolphins that were waiting with their heads out of the water. "Okay, Irma, Hay Lin, Pinkie, to the other side of the tank! Beavers, you know what to do, find what you need and get ready! Now, dolphins? I have a big favor to ask if it's okay with you..." The dolphins chattered loudly and bobbed their heads up and down, leading Fluttershy to smile. "Thank you, okay, here's the deal..."

When Hay Lin and Irma reached the far side of the tank, they watched with curiosity as Fluttershy conversed with the dolphins and behind her the beavers pulled something off of a cart, and began to stretch it out across the floor near the tank until they were hidden at either end of the room. The resounding boot clomps of the giant drew nearer and nearer, and just before it arrived the dolphins dived out of sight and Fluttershy turned to face the giant as it strode into the chamber.

"Target identified: Element of Kindness. Threat Level: Not-Applicable."

"We'll see about that." Fluttershy whispered and turned, taking wing and flying across the tank to join her friends. Even as she was landing and turning to look, the giant approached the edge of the tank... ...and the rope the beavers had laid across the floor. "Now my friends! Now!" Fluttershy exclaimed, and the beavers yanked back on the ropes, pulling it taut and tripping the giant which fell head first into the water.

Girls and ponies both rushed to the edge and looked down to see the giant, out of it's element, being mercilessly pummeled by dolphins in much the same way the creatures would assault a shark in the wild. On dry land, upright, such an attack would have barely fazed the entity. In these circumstances though, it was too much to handle. The giant sank until it reached the bottom of the tank, and it didn't get back up...

XXXXX

"Hoo-buddy! This thing just doesn't know when 't quit!" Applejack said as she galloped alongside Elyon through the evacuated streets of Heatherfield, giant in hot pursuit.

"No kidding!" Elyon agreed. As they ran, she occasionally caught sight of people who had failed to heed the evacuation order and were now watching out their windows. In each case, she tried to wave them away into hiding, just in case, but few responded other than to stare in surprise. "Why don't people hide!?"

"Curiosity." Applejack answered. "Or bull-headedness... Or just dumb."

Elyon chuckled. "My money's on the latter, honestly."

"Yeah mine too prolly. Look don't worry, so far all it seems t' want is us. It'll just pass them by."

"Right."

"So, how far to the beach?" Applejack asked, for their plan was to get in a boat and hope the giant couldn't swim.

"Block and a half." Elyon pointed ahead. "See, where that... Oh no!"

"Huh? What's wrong?"

"Where that smoke's coming from. Something's wrong up there too." Elyon sighed, "Now what do we do?"

Applejack didn't answer at first. She just stared at the rising smoke, and then something caught her eye. It appeared little bigger than a speck in the sky. But a fast-moving rainbow colored speck. "Well I'll be..."

"A.J.?"

"I know that speck! Come on!"

They reached the beach five minutes later, to quite the sight. Two girls Elyon recognized from school were running southwards, accompanied by a pair of mares Applejack recognized. They were tossing something shiny back and forth, as if playing a game of 'keep away' with another giant like the one pursuing Elyon and A.J. Oddly, this new giant seemed to have no interest in anything but collecting whatever the others had; it was so focused on the object that it wasn't even using it's weapons.

"Twi! Dash!" Applejack shouted as she raced towards them.

"Applejack!" Twilight and Rainbow exclaimed together, as Will and Taranee did the same for Elyon.

"Am I glad to see you two!" Applejack said.

"Likewise." Twilight said, "As you can see we've got a bit of a problem! But with you here maybe we can figure something out!"

"Yeah, about that... We've got a similar problem..."

It was just then that the giant pursuing Elyon and Applejack appeared over a rise, and caught sight of the crystal as it was being tossed from Dash to Taranee. "World Shard detected. Omega Directive Active. Acquire at all costs." It said, and forgetting about it's former targets joined the first in chasing after Taranee who screamed and ran, throwing the crystal to Will.

"Another one!?" Rainbow complained. "Without all of my speed there's no way I'm fast enough to tackle two of them!"

As Will ran in a loop around the giants, Taranee said "We've got to figure out these books! If we do, the others can help Rainbow out."

"Books?" Elyon asked, "Like this?" She held up a tome with Applejack's cutie mark on it.

"Yes! Did- Hold on a second..." Twilight turned her attention to catching the crystal as Will passed it to her, then threw it on to Rainbow. "Sorry."

"It's okay... But listen, what's up with these books? Something really weird happened earlier."

"Wait... Weird like it suddenly lighting up like a bulb?" Taranee asked.

"Yeah!" Applejack exclaimed. "We were tryin' t' hide see, talkin' about stuff... Figured out we're both orphans... Then all the sudden bam! Glowin' book."

"This is wonderful!" Twilight said, "You two can help Rainbow now!"

"But how...?"

"Our inherent magic and magic based skill are somehow locked up in the books." Twilight explained, "But when they light up-"

Still carrying the crystal, Rainbow Dash flew by, interrupting Twilight, "Explain later! Elyon, just read whatever part you can understand now!"

"Right, that." Twilight agreed, slightly miffed.

Rainbow flew on, throwing the crystal to Will again, while Elyon paged through her book until she found it. "This doesn't make any sense."

"Just read it out loud please." Taranee said. "And hurry!"

"Okay then... 'Green Hoof Magic! Verdant Snare!"

"Hey! What the!? Whoa!" Applejack shouted as she glowed brightly for several seconds.

"Okay, what did that do!?" Elyon asked as her partner settled back to the ground.

Applejack smiled. "Hey Dash! You said they moved too fast for you? Let's fix that!" And with that said the farmer slammed a forehoof down into the ground, using her natural Earth Pony magic to make the local plants grow, and grow, new vines and roots erupting out of the ground beneath the giants, wrapping around and entangling them so thoroughly that neither could move.

"'Verdant Snare' eh?" Taranee said, "Nice...."

"Oh yeah! Keep 'em right there A.J.!" Rainbow cheered, "It's Hammer Time!"

As was noted earlier, going up against a true master of martial arts is no picnic under the best of circumstances. When the circumstances include having both (or in this case, all four) arms tied behind your back, well, yeah. Unable to defend themselves, even their energy weapons disabled by clogging plant growth, the giants fell in mere moments to the pegasus' determined assault.

As Rainbow returned to the others, landing between Twilight and Applejack, both she and the Earth Pony momentarily shimmered, Rainbow's karate gi and headband vanishing. "Huh? What gives!? It's gone again!"

"Mine too." Applejack said. "Guess the books only give magic back for a little while."

"Well that stinks... Hey Will? Can you still read it?"

Will opened the book, and nodded. "Yeah, that part's still in English."

"Well that's something anyway." Twilight said. "What's important now is figuring out how to access the magic in the books. And also what this thing is." She held the crystal in her magic aura.

Hearing distant but nearing police sirens, Will said "Actually, the first important thing is getting out of here before anyone else sees you three. Come on, my place isn't far..."

XXXXX

"Pinkie!?" Rarity exclaimed when her friend suddenly vanished.

"What the... Where'd she go!?" John shouted.

"I'm sure I don't know... Ordinarily I'd just chalk it up to her being Pinkie; She does impossible things on a daily basis, but with her magic blocked she shouldn't have..." Rarity shook her head. "No matter. Priorities. We'll find her once the immediate threat is out of the way."

"Speaking of which, it's getting close!" Cornelia said. "Uncle John, Aunt Beth, take Lillian and get out of here! Get to safety!"

"But you-"

"I need to stay. I don't like it any more than you do, but I can't leave Rarity to face this alone."

Though hesitant to go, the safety of young Lillian won out over John's reservations. Hustling the girl and his wife into the truck, he drove off, going another mile down the road.

Turning back to Rarity as the truck drove out of sight, Cornelia asked "So, what exactly are you going to do?"

"A part of my magical talent," Rarity explained, "Is the ability to sense the presence of hidden gemstones under the ground and draw them up to the surface. As I'm sure you know diamonds are among the hardest of natural objects, stronger even than many metals. The plan is to gather up those laying fallow hereabouts, and use levitation to send them rocketing at, and I hope through, the giant's body."

"Not bad, but I don't think there's supposed to be any diamonds in the ground around here."

"No? Because I'm quite certain I sense them... Let's see..." Rarity's horn glowed, the ground rattled lightly, and bright diamonds began to rise up encased in magical auras.

"Whoa..." Cornelia whispered, eyes wide and darting from one diamond to another. "Holy cow look at this one! It's gotta be at least two hundred carats!"

Rarity sighed wistfully. "Yes. 'Tis too bad we may have to spend it as ammunition. Maybe we'll sit this little beauty aside eh? Save it for last? And if we do have to use it, oh well, easy come easy go, and speaking of go..."

With a mighty thud of marching feet, the giant arrived. Rarity reacted swiftly, hurling diamonds as fast as her magic could make them go. The first volley hit the giant's body squarely, puncturing holes that began to leak blood or coolant or whatever a half-robotic extradimensional giant has.

"Nice shot!" Cornelia cheered.

Rarity nodded and launched the second wave. Unfortunately, the giant was ready this time and fired it's energy weapons in self defense. This led to two consequences. First, the diamonds were vaporized before they reached their target. More importantly though, in the split second before they evaporated, the diamonds refracted the energy striking them, sending beams of deadly energy flashing about in random directions which included towards Cornelia and Rarity who both came away unharmed but with singed hair and mane from near-misses.

"That ruined my hair!" Cornelia screeched.

"Oh, it is ON now." Rarity agreed, eyes narrowed.

"On how? That'll just happen again if you throw more diamonds at it!"

Rarity hugged the enormous diamond she had hoped to save goodbye. "I guess we'll need to use it after all... Now let's see..."

To Cornelia's enormous disbelief, Rarity sat down and began to calmly examine the diamond even as the giant moved slowly closer. "What are you doing!? It's coming!"

"Of course dear, but these things can't be rushed..."

"Rarity..."

"I'm almost done, just need to locate just the right facet... ...There! Perfect!" Rarity jumped to her hooves and lifted the diamond, rotating it to a precise angle, and send it on it's way. The giant fired, Cornelia flinched... And the energy beam struck home, reflecting through the diamonds facets and emerging back in the exact direction it came from. The giant didn't even have time to realize what was happening before it fell to the ground, save for it's head which didn't exist anymore.

"You just..." Cornelia looked rapidly back and forth between the giant body and Rarity. "That was incredible!"

"We were incredible darling. Now let's see if there's anything left of our poor diamond..."

They needed only a few moments to find what was left of the diamond, laying smoking on the ground, reduced to tiny fragments. "Well damn." Cornelia said. "Being rich would've been nice."

"Perhaps... Though, in my experience the wealthy are generally uncouth and unlikable."

"Yeah, but still-" Cornelia was interrupted as her cell phone began to ring. "Uncle John, probably." she said and took the call. "Hello? What!? Where are you- Really!? Okay hang on... It's for you." She held the phone out, turning on the speaker.

"Hiya Rares!" Pinkie exclaimed over the line.

"Pinkie! What...?"

"Loooooong story." The pink mare replied. "Listen, if you're done with your first boss fight we should meet up. I'm at the city zoo with Fluttershy."

"Hold on Pinkie!" A voice Rarity didn't recognize said.

Cornelia looked shocked at the voice. "Irma!? Is that you!?"

"Heya Corny!"

"Don't call me- Hold on lemme guess, you've got Pinkie's book."

"Yeah, and Hay Lin has Fluttershy's."

"Hay Hay's there!?"

"Hi Cornelia!"

"Um, it's a pleasure to speak with a friend of Hay Lin's." Fluttershy said softly.

Irma said "Yeah yeah, introductions. Look, in spite of what Pinkie asked, I'm not sure you should try to get here. There's an evacuation and police everywhere and National Guard guys starting to show up."

"The Zoo's downtown." Cornelia said. "We'd never get that far through all of that."

"Exactly. You're at your uncle's farm right? Getting out of town should be easier than getting in. We'll meet you there."

"That sounds good." Cornelia said.

"Okay, I'm gonna hang up now, if there's nothing else."

"Just one thought..." Fluttershy said, "If the three of you who got our three books already know each other and are already friends, then maybe our other friends and their books are with other humans you know..."

"That's brilliant darling!" Rarity enthused. She looked at Cornelia. "Have you any other friends you could contact and ask?"

"Yeah. Okay Irma, you guys get out of town. I'll make some calls, see what I can find out."

With everyone in agreement, Cornelia hung up and started walking towards where her Uncle should be waiting, selecting 'Will Vandom' from her contacts list as she went...

Chapter Three

Chapter Three

Heatherfield Police Deputy Bill Varghness rode full-speed to the front of his assigned substation, dismounting even as his horse slowed to a stop. Rushing in through the front doors, he took little note of the unusually heavy amount of activity as he made his way to the Captain's office and barged in the door without even knocking. "Captain Davis? I think we may have a problem..." Varghness began.

"You don't say?" Davis answered, "And what was your first hint? All the deputies out front in riot gear?"

"The... what...?" Varghness looked out the office windows towards the front of the station. "Damn, I really was tunnel-visioning."

Davis laughed. "I'll let it go this once, under the circumstances... Where have you been anyway? They've been calling you with no reply for an hour."

Varghness blanched. He hadn't heard. "Sorry Captain. Though, I guess you're more likely to believe me now."

"That you saw a ten-foot tall robot thing? Yeah."

"Erm... Beggin' your pardon Captain but a what!?"

"A ten... Hold on, if you didn't see one of these things then what's held you up?"

"A pegasus sir."

"A winged horse? You saw a winged horse?"

"Given it's size, more like winged pony. But yes sir. It attacked me on horseback, yelling all sorts of crazy stuff about it being wrong to enslave equines as mounts." Varghness replied. "Now if I may ask, what's this about robots?"

"At least three giant robots have been reported around town. One has been engaged by central division with heavy losses on thier part to no apparent damage to the machine. There was also a report from near the beach of a robot pursuing a teenage girl and an orange pony with a blonde mane and tail. No mention of it having wings though." The captain pulled the straps on his kevlar armor tight. "Suit up, we're heading to the beach to see what we can find."

"Yes sir." Varghness answered. Given a choice, he'd prefer to stay away from the beach of course; he didn't want to run afoul of ponies or robots. But there was a job to do and, for better or for worse, he was on the roster to do it.

They arrived at the beach half an hour later, and Varghness led the team to where he had last seen the pegasus. "It seemed to give up chasing me here Captain. I think it was getting tired."

"And what exactly did it say to you?" Another deputy asked.

"I dunno exactly, nutty stuff about equine slavery and an 'Anti-Steeding Act' or some such."

"Captain!" Someone called out, over here!"

Following the voice, the team of officers rounded a narrow horn of rock and found the aftermath of a battlefield. The remains of two of the robotic giants were there, along with a tangle of thick vines, and countless footprints in the sand.

"Sir, have a look at this." Deputy Farris said, pointing, "We've got prints that are clearly the robots, and also a lot of hoof prints, apparently from two or three of the pony-things. But here, these are human prints... small, probably female."

Davis noticed a particular set of the prints. "Right. And do you see here? One set of each type of prints coming in from the streets. Probably the ones that were reported, the girl and pony running from a robot."

"So, what?" Varghness asked, "There was a robot already here, attacking the pegasus and maybe others, and these two came to help, dragging their own robot behind them?"

Davis nodded. "That would be my guess. And then the girls and ponies... ...somehow... ...beat the robots and took off that way." He indicated a set of six overlapping trails, three human and three pony, heading away along the beach.

Farris grimaced. "Maybe... But sir, that swat team downtown got their butts handed to them by just one of these things. How could..."

"No idea." Davis admitted.

A fourth deputy asked "Sir? Shall we follow this trail?"

"It'll be a dead end. But go ahead."

The deputy nodded and took two others and a police dog with her to trace where the fleeing girls and ponies had been going. Davis ordered those who stayed to examine and secure the site, which they did until the pursuit team returned. "You were right Captain. The trail goes dead three blocks north at Willow Creek. The dog couldn't even get a scent."

"Figured as much." Davis sighed. "Okay, we'll have National Guard troops mobilizing soon. For now, let's just keep an eye out here..."

XXXXX

Three blocks north and two blocks west from the battle site, Will Vandom led the way down a narrow alley between two large apartment buildings. Hovering alongside the girl at shoulder height, Rainbow Dash asked "So, do we even have a plan beyond 'hide?'"

"Actually, we don't even have a plan that far yet." Will replied, "I mean, it should be safe to hideout in my place for a little bit, but Mom will be home at some point later and she's not gonna miss noticing talking ponies."

"Why don't we just tell your Mom then?" Applejack asked. "Lyin' to all of your folks don't sit right anyway."

"Tell her!?" Will exclaimed.

"I see no way that would end well." Taranee agreed.

"It's crazy talk." Elyon confirmed.

"Are you really sure about that?" Twilight asked. "I mean, I'm not the one with the Element of Honesty, that's A.J., but lying doesn't seem right to me either. And, what's the worst that could happen?"

"Area Fifty-One? Dissection?" Taranee answered. "Really, you Ponies seem unusually trusting by human standards."

"We don't like lying either." Elyon said, "But compared to the alternative..."

"I still don't like it..." Applejack shook her head, "But I'll let it go... ...For now."

"Good." Will said. "So, here we are." She jumped and pulled down the stairs for the back fire escape. "Wait here. I'll go in the front, make sure the coast is clear, then let you in this way." Leaving the others behind, she went around to the main doors, and ran up the stairs to the third floor apartment she shared with her Mother. As she eased the door open, Will called out "Mom? Mom you home?" But got no reply. Just in case, she quickly ran up and down the short hall, ensuring she was alone, and then opened the dining room window and climbed out onto the fire escape, waving the others up to join her.

Rainbow arrived first, of course, having been able to simply fly up. Twilight and Applejack had troubles with the wide spacing of the ladder rungs, but with a bit of help also reached the window and climbed in, looking around the apartment with interest.

Will closed the window behind them, and flopped down onto a large recliner. "*Whew!* We should be okay for two hours here." She said, "But I'm not pushing it past that."

"Which means we have two hours to figure our where we can hide out safely." Twilight mused.

Taranee had another question. "Will, are you sure we've even got the two hours? I mean, I know your Mom doesn't get off work for three normally, but what if she's been sent home early?"

"She works a town over in Faddon Hills remember? There's nothing going on there. Heck, she might not even be able to get into town with the evacuation!"

"I hope you can excuse a dumb question," Twilight asked, staring at the large living room television, "But why do you have a theater screen with no projector?"

"Because this." Will said, grabbing the remote and pressing 'on.'

Twilight fell back with a yelp as the device powered on. "What the...?" Regaining her footing, the unicorn walked all around the t.v., examining it from every angle. "This is amazing! I thought you didn't have magic here!"

"We don't." Taranee said, "This is good old-fashioned technology."

"Incredible." Twilight whispered.

"Will, do we really wanna create pony couch potatoes?" Elyon asked.

Will waved this off. "Don't worry, I'm just gonna look for the news, see what else is going on, be it pony or giant."

Will began rapidly flipping through the channels, looking for local news. The ponies all watched as she flipped past comedies, soap operas, a horror film, Star Trek, and a number of commercials. "Whoa! Stop! Go back!" Rainbow suddenly exclaimed. Curious, Will did as the pegasus asked, stopping on an advertisement for a shrimp and lobster eatery.

The three human girls looked at each other, all sharing the same thought: "How are we gonna explain that humans eat meat to herbivores?"

Then Rainbow said "That looks tasty! Can we go there someday when we don't have to hide?"

"Erm... Rainbow? The thing of it is..." Will began hesitantly, "I don't think that's something you would want to eat."

"What? Why not?" Twilight asked. "It looks pretty good to me too."

Elyon said "It's just that, well, different species eat different things, and that might not be good for a pony..."

"Y'all are hiding somethin' big." Applejack said deadpan. "Why don't you just tell us?"

"Yeah, it can't be that bad." Twilight agreed, "What is it anyway?"

Unable to take it any longer, Will blurted out "Meat! Okay!? It's meat! Shrimp is meat! Humans eat meat! We're omnivores and we can't help it! It's how we're designed!"

Twilight, Rainbow and Applejack looked at each other for several seconds, then fell over onto their backs laughing. "What's so funny!?" Taranee demanded.

Wiping her eyes with her fore hooves, Twilight turned back over. "That's what you were afraid to tell us? Why?"

"Well duh... You're ponies! Herbivores!" Elyon said.

Twilight fixed the girls with a flat look and said "My last morning in Equestria, I had salmon and eggs for breakfast."

"I have sardine smoothies every day as a part of my health regime!" Rainbow said.

"Bacon's fine, long as y' get it from dumb pigs an' not the smart ones." Applejack said.

"But... you're..." Will said.

"I think we broke her." Rainbow laughed.

"I should have seen this coming, shouldn't have I?" Taranee asked.

Twilight nodded. "Obligate herbivores are rarely if ever intelligent. Sapience seems to be reserved for carnivores and omnivores, probably because large brains require so much energy that you can't justify them if all of your food just sits there, not running or hiding, or fighting back, not needing to be outwitted. In any case, meat is on the Equestrian menu, so long as in comes from a non-sapient."

"I guess that's for the best." Elyon said, "It'll make supply issues easier."

"Yeah, and I guess we should apologize for jumping to conclusions." Will agreed.

"Actually that was kind of good... I mean, with everything else happening, I think we all needed a good laugh. So thanks." Twilight smiled.

"Anytime!" Will laughed. "So, what's next?"

"What's next," A voice all too familiar to Will said, "Is that you start explaining all of this to me..."

"Mom!!" Will exclaimed, "W-What are you doing home this early!?"

"What are you doing home at all in a city-wide evacuation!?" Susan Vandom demanded, "And what are they doing here!?" She glared hard at the trio of ponies. "I've heard the news, these things are dangerous!"

"No! Mom, they've got it all wrong!"

Susan breathed out a longsuffering sigh. "Alright... I'm listening. Start talking." Susan listened, often in disbelief, as teens and ponies took turns explaining as best they could. Finally she sat, rubbing her forehead. "Will, look... Maybe I believe you all. Maybe. But I'm your mother. I can't just stand by and allow you to be involved in this!"

"Beggin' yer pardon Miss Susan," Applejack said, "But I'm not sure any of us have a choice... And, I say that as somepony who at least sorta knows what it must feel like to you; I'm not really a mother yet, but I might as well be t' my little sister since our folks passed."

"Besides, if you think about it we're the ones who are in the most danger here." Rainbow added. "Away from our own world, most of our magic blocked, needing the magic from the books to be the only ones that can fight back!"

"And," Twilight said, "Though I can't prove it yet, it stands to reason that the giants are connected, somehow, to whatever happened to Equestria..."

"...Which could mean Earth is in danger now that they're showing up here." Susan finished. "Yeah, I see it... And you're right. But still..."

"Mom, why don't we just take a day and think on it? I mean, we seem to be pretty safe here right now anyway, right?"

"All right... I'll agree to that much for now." Susan said.

"Great!" Rainbow cheered, "Now let's see what's in the 'fridge! I'm starving!" She flew straight for the window that opened between the living room and kitchen, but as she went she clipped the edge of the mysterious crystal that Taranee had left sitting on the counter. It fell towards the floor, Twilight, Applejack and Rainbow all shouting and jumping to grab it before it hit. All three touched the crystal, and a burst of pure white light shone momentarily all through the apartment.

And when the glow faded, everyone was gone...

XXXXX

Getting out of an evacuated city undetected is never easy. Getting out of an evacuated city undetected while also smuggling out a pair of brightly colored alien ponies is nearly impossible. And getting out of an evacuated city undetected while also smuggling out a pair of brightly colored alien ponies one of whom is Pinkie Pie, well, yeah. Not happening. After much debate, Fluttershy had agreed to fly above the group, carefully tracking them as she winged from rooftop to rooftop. Pinkie Pie would hide inside the satchel Hay Lin had originally used to get Fluttershy to the zoo, the better to disguise her brightly colored coat.

This left a disgruntled Irma to carry the pink party pony over her shoulder. Which wouldn't have been so bad, Pinkie was surprisingly light weight, but the talking, "Oh dear Lord the talking..." Irma thought. It seemed her new partner was incapable of being quiet for more than a couple of milliseconds at a time.

"Hey get me! I'm a blind-bag!"

"Eye holes! My kingdom for eye holes!"

"When do we reach the border senior?"

"Okay that last one was just wrong." Irma complained.

"So sue me." Pinkie replied from inside the bag. "You could at least give me a running commentary on what's going on out there!"

"You want commentary? All right, how's this: We're walking down a dark smelly alley. We're still walking down a dark smelly alley. Hey guess what? We're still in the same alley!"

"Can you change the station please? This one's boring."

"Grrrrrr...."

"Will you two stop it!?" Hay Lin hissed. "We need to be quiet!"

"Yes, I can hear you all the way up here!" Fluttershy added just loudly enough to be heard from her perch three stories up.

Irma rolled her eyes as she sat the bag down and opened the drawstrings. She plucked an mp3 device from her belt, switched it on, and jammed the tiny speakers in Pinkie's ears before shoving the pony's head back down and reclosing the bag. "That oughta shut you up for awhile."

And it did. Almost. Irma and Hay Lin could still hear the sounds of Pinkie singing along, but at least she was doing so under her breath.

Two hours and several blocks further along, the girls took shelter when they heard a deep rumbling sound that grew louder and louder. Joined by Fluttershy, they knelt behind a large dumpster and to the sound of Pinkie's soft singing "...Just eat it! (Eat it) Eat it! (Eat it) If it's gettin' cold reheat it..." they watched as a convoy of National Guard troop transports rolled down Main Street, headed east into town.

"I think maybe we're on a timer now." Irma said. "No way we get clear once those soldiers are on patrol."

"How much further to the edge of town?" Fluttershy asked.

"Hard to say exactly... I don't know how Pony towns are built, but ours tend to have lots of suburbs and in-fill around the edges." Irma answered.

Hay Lin added "Yeah, it's probably just two or three blocks to the city edge on paper, but in reality..."

Fluttershy stayed on the ground from this point; the buildings were too short, and too spread out, to make keeping to the roofs worth it any longer. As soon as the Guard transports were out of sight, they raced across Main Street and continued southeast between a filling station and a tavern, and scared a family of raccoons nesting under a cheap motel in the next block.

Trouble eventually struck, as it usually does, without warning. By the time it happened, they were clear of Heatherfield proper, passing through a suburb called Goshen Heights. The group had become a bit less cautious after getting out of the city itself, but that was hardly to blame. After all, the Soldiers who they suddenly found themselves facing down had been well hidden, and quiet as death. There were four of them, wielding assault rifles, only revealing themselves when the group was out in the open, exactly half way across the street they were trying to clear.

Hay Lin and Irma held their arms up, Fluttershy made a sound like "Eep" and hid behind Hay Lin, and Pinkie, well, Pinkie was still singing in the bag, so softly the troopers didn't hear her.

"That's good! Keep those hands up!" One of the soldiers shouted. "And you! Yellow horse-thing! Get out here where I can keep a good eye on you!"

"Oh-Okay..." Fluttershy whispered, nervously stepping out from behind Hay Lin.

"What's in the bag girly?" Another soldier demanded of Irma.

"Just some supplies."

"Really?" The first soldier eyed the girl warily. He motioned with his gun. "Why don't you just put those 'supplies' down nice and easy on the ground?"

Having no choice, Irma did as she was told. But, before the soldiers could give any more orders, there was a sudden blast of white light, and a stirring of the air, becoming a whirling vortex as another magic portal opened several blocks down in the middle of the street. As it swirled around and around, three new giants like the ones already defeated emerged, followed by a larger entity. This new creature looked bio-mechanical like the giants, but was shaped rather like a scorpion, and was easily the size of three or four full grown bull elephants.

As Fluttershy and the girls stared at the new arrivals, as one of the soldiers radioed for help and the others divided attention back and forth between Pony and monsters, Pinkie decided to put in an appearance. Popping her head loose of the bag, she looked back and forth between soldiers and monsters, before looking at Irma and saying "Okay, see, this is the kind of thing that needs a commentary..."

XXXXX

Susan Vandom carefully pulled her hands away from shielding her eyes. The flash had been blindingly bright, but brief. She was relieved to see that everyone was unharmed. And alarmed to see that they were no longer in the apartment. Trees surrounded them on all sides, a thinly populated forest of birch and white ash with sparse ground cover underfoot and what looked like thick white fog at the edge of visibility in all directions. "What the hell?" She murmured.

"Hey!" Rainbow Dash suddenly exclaimed, "I know this place! I recognize it! We're back in Equestria, this is Whitetail Woods!"

"Dash I do reckon you're right." Applejack agreed.

"But I thought you said your world had been destroyed or something." Taranee asked.

"Yeah, that's what we saw... But this is Whitetail Woods." Twilight said. "Which means, however we got here, that Ponyville is this way!" Twilight turned and galloped away, only to come to a sudden stop when she reached the white fog, which proved to be a barrier of some type.

"A forcefield?" Twilight wondered, "But who would put a forcefield over Whitetail?"

"Ah, that would be me my dear." A nightmarish form swam into sight, serpentine and mismatched.

"Discord!" The ponies exclaimed.

Rainbow Dash flew up into the Draconequus' face. "What did you do!? Is all this your fault? Was the whole 'reformed' thing just an act!?" She demanded.

Discord waved the pegasus down. "I'm still on your side, I promise. But yes, I did do this. It was the only way." He looked over the group. "Fluttershy isn't with you? That's too bad. But rest assured she is on the same world I sent you to."

Twilight stepped forward. "Okay then Discord, we're listening... What. Happened?"

"Well we were attacked of course. By what I can't tell you for the simple reason that even I don't know, though my lack of knowledge on the subject suggests that whatever it is comes not just from outside of our world or our dimension, but from beyond the limits of what we would consider reality."

"Considering how broad your definition of reality is, that's downright terrifying." Twilight said.

"You have no idea." the chaos spirit replied, incredibly somber for himself, "Don't judge this by the giant robots. Those are just pawns, and weak pawns at that; The real enemy here took on me, Tia, and Lulu simultaneously and barely flinched.

This naturally caused an uproar among the trio of ponies.

"What could do that!?"

"How could it do that!?"

"Are they alive?"

At Twilight's question, Applejack and Rainbow Dash looked to Discord with apprehension. "They should be." He said after a moment. "That's where you six ending up on earth, and the shattering of Equestria you witnessed, come into play."

"Was everything breaking it or you?" Rainbow asked.

"Me. The enemy was winning. Tia was on her knees, Luna unconscious, and my power reserves were down by more than half. And I could tell, it wanted to destroy Equestria and kill every living creature... I mean, come on, even at my worst I wasn't that bad! Anywhy, I knew I had to do something. So I threw all the strength I had left into two spells: One to drive the enemy out of Equestria before it could do anymore damage, and one to gather up you Element Bearers and send you someplace where you'd maybe be able to get help."

Taranee said "So, if I'm following this... Your world shattering was a side effect of the spell to push the bad guy out, and the crystal we found contained the piece of Equestria we're standing in right now."

"And!" Twilight enthused, "All the rest of Equestria is still okay as well! It's just trapped in more of the crystals!"

Discord nodded. "You have it."

"But why would driving the enemy out break the world?" Will asked.

Twilight answered "Probably because it's so big and powerful, in a sense, that the shards were too small for it to fit."

"Most likely... Remember, I use chaos magic. Even I often don't know exactly how a spell will resolve until it does so." Discord shook his head. "I put massive power into a spell matrix and told it to 'push the bad thing out.' Shattering into twenty parts too small for it to fit is what it chose to do."

"Twenty parts... So we've got nineteen more to find?"

"And I suggest you hurry. The enemy's servants are seeking them too, after all."

"Hold on a minute here though..." Applejack said. "It sounds like you expect us t' take on something that the princesses and you together weren't up to! How are we supposed to do that!?"

"Yeah! I mean, you know I'm all for the heroic adventure angle... But 'Fight the thing that shrugs off Alicorns!?' We'll get creamed!" Rainbow agreed.

"That's where strategy comes in, isn't it Discord?" Twilight asked.

"Very good again. What the six of you need to do is gather as many world shards as you can. Each shard you recover and activate will restore another part of Equestria, parts that will begin to link together again when they happen to be adjacent to each other. Obviously, the Canterlot shard for the sisters, and the Crystal Empire shard for Cadance, are the most important. But each shard that has ponies in it will be a boon, as each pony represents another who might bond with a human partner and add their magic to the final battle."

"And with luck," Twilight said, "You, three alicorns, the elements, and others, will be able to do what just you and two alicorns couldn't... Yes, I suppose it could work..."

"I still have another question here." Elyon said. "What about all of the ponies who are trapped in these crystals? I can't imagine how scared they must be right now!"

"And also," Susan said, "It sounds to me like ponies are supposed to be able to use their magic on their own... So what's up with the books and the 'human partner' thing?"

"Don't worry for the sake of those still trapped. Until you find and enter a crystal, it's frozen in time inside. And as for the books-"

Discord was interrupted as Taranee and Twilight both facepalm/favehooved and said "Ugh... I get it."

"Either of you care to enlighten us?" Elyon asked.

"He already told us." Twilight said.

"Remember Discord's words earlier?"

"His magic is chaotic and unpredictable by nature..."

"...Even he can be surprised by what it does..."

"...And in this case, it added a twist to just sending us to earth..."

"...By binding each pony's magic to a book and a human partner..."

"...Which is probably it's interpretation of..."

"...Sending them to find help." Taranee finished, and jumped as her book lit up.

"Okay, even I gotta admit, that was pretty cool for egghead stuff." Rainbow laughed.

"Okay kids, time to go!" Discord announced, "You've all got work to do."

"Yeah but go how?" Will asked, "We got here by accident!"

"Easy-peasy my dear! To activate a crystal, simply have three or more ponies touch it with a hoof at the same time. Once it's been activated, any one of you can enter by touching it and wanting to come inside."

"And how do we get back out?" Rainbow asked.

Discord snapped his clawed fingers and glittering red shoes appeared on everyone's feet/back hooves. "Tap them together three times while repeating 'There's no place like home.'"

Will stared at the Draconequus. "He's kidding right? Please tell me he's kidding."

"No joke Auntie Em! Now get going before something nasty gets ahold of you, my pretty, and your little pony too!"

Hesitantly, Twilight tapped the shoes together and vanished after the third click. The others shrugged and followed suit, finding themselves back in the Vandom apartment.

"Well that was different..." Taranee said.

"That's just Discord for you." Twilight said. "He is the spirit of chaos and randomness after all."

"Yeah but let's focus on what matters!" Rainbow said, "You got your book working!"

"True, but I think we shouldn't use it until we need it." Taranee mused.

Susan laughed. "And what makes you think you'll get the chance? I'm still not liking Will or any of you girls being a part of this, and you know I'll have to tell your parents if you don't."

"Oh don't worry, we'll tell them... If only because you won't give us a choice in the matter."

"But, still, do we have a choice?" Will asked.

"I wish I knew." Susan said. "I hate this- No offense to you ponies, I do believe you're as much the victims here as the girls- But... This is just gonna come to you if you don't go to it, isn't it?"

"Most likely." Twilight agreed.

Staring at the television that was still turned on, though muted, Applejack said "Eeyup... And I think maybe here it comes now..."

Everyone gathered in close to watch the screen, which depicted a new vortex and an enormous scorpion like creature, while Will turned the volume back on. "...New incident in the Goshen Heights area," The newscaster, reporting from a helicopter, was saying, "Involving multiple entities like the ones which assaulted Heatherfield Police earlier today and a larger creature of unknown provenince. National Guard troops, armed with heavier weapons than the police, have succeeded in neutralizing the smaller beings, but reports indicate that even fifty-caliber automatic weapons are having no impact on the larger threat."

The voice of a news anchor in the channel's studio was heard, asking, "David, am I correct in assuming that Goshen Heights has now been included in the evacuation?"

"That's right Dan, though the suddenness of this attack has led to pandemonium on the streets below, we've even seen some teenagers out in the thick of it..." The camera panned down, to show...

"Is that Hay Lin!? And Irma!?"

"And look there! That's Fluttershy!"

"Pinkie Pie!"

Will's phone rang. "Cornelia!?" She exclaimed upon answering. "You're never gonna guess what's... I see, hang on..." She looked at Rainbow and asked "You know a "Rarity?'" At the widened eyes of all three ponies, WIll answered back to Cornelia "Tell her we've got Twilight, Applejack, and Rainbow here. What, giants? Yeah, seen 'em, but there's a bigger problem now..." She explained about the scorpion. "Okay, we'll see you there."

"See her there?" Susan asked. "Will you had better not have just agreed to go marching into danger!"

"Mom, I've got no choice. You know that."

Susan nodded, shuddering with fear and concern. "Yeah, I... ...I know..."

"Okay, so how far away is what we're seeing here? And in what direction?" Twilight asked.

Elyon said "Northeast, about five miles."

"Okay that's good." Twilight nodded, "If the book can restore enough of my power I think I can do it... Taranee? Can you activate the spell please?"

Taranee nodded, opening her book and reading aloud, "Mystic Prodigy! Quantum Transposition!"

With a blinding flash of violet light, Twilight gasped as she felt a portion of her magic return. "That's it! It's what I thought it had to be based on the name of the spell! I've got my ability to teleport back!"

"Teleport!?" Susan asked.

"Right. Now let's go!" Twilight declared, "Everyone in close to me!"

Susan watched, still torn, as the three girls and their pony partners huddled close together, and vanished from sight in a flash of magical light...

XXXXX

The soldiers who were holding Irma, Hay Lin, and the ponies with them were too well trained to be distracted by the nearby battle. Even as other groups of soldiers arrived and engaged the giants, the original squad stayed focused on their captives. Automatic gunfire, roars, screams, even a massive explosion did nothing to break their concentration, and Irma grew afraid that her next stop would be some secret underground dissection bunker.

But then, as the last of the giants fell the scorpion figured out that the soldiers couldn't hurt it like they could its lesser companions. Blowing them off even as they continued to fire on it, it turned away and lunged to attack the side-wall of an eight floor office building. A hoard of cubicle workers unfortunate enough to have been trapped inside when the attack began came screaming and shouting out the front doors. Directly towards where Irma and the others stood watching.

Even under the circumstances they were in, the soldiers were unwilling to fire on civilians. Meaning that they, teen girls, and ponies were separated and swept along with the frightened mob, Pinkie gleefully exclaiming "Wheeeeee!!!" As she crowd surfed along the top.

Seeing no better choice, Irma jumped as hard as she could, joining Pinkie who she grabbed by a hoof and tried to pull towards the edge of the mob. Nearby, Hay Lin could be seen dangling in the air, carried by Fluttershy who was clearly having trouble with the added weight. "This is fun!" Pinkie exclaimed, "But we should probably get out of here anyway!"

"Yes. If you don't mind." Fluttershy agreed.

"Left!" Irma decided, "We can jump to the roof of that place!" She pointed to a structure with a low-edged shingle roof. She and Pinkie made their way atop the crowd, stepping on heads, shoulders, whatever was available, getting yelled at and cursed but ignoring both to reach the relative safety of the rooftop just as Fluttershy sat Hay Lin down there and landed herself.

"Well, we're safe for right now." Fluttershy said. "But, if you don't mind me asking, what should we do next?" She stared wide eyed out over the mass of fleeing people and the carnage creating scorpion creature, still tearing the building it had chosen apart. "I mean, I don't think I've seen any animals here that would be strong enough to handle something like that."

"And my book's still not switched on." Pinkie agreed.

Hay Lin said "Well, we'd better come up with something fast."

"Work you stupid thing!" Irma shouted, pounding the cover of Pinkie's book with her fist. A sudden ringing sound startled her. "Hey! I did it! It's ringing!"

"Um, actually Irma, I think that ringing sound is coming from your belt." Fluttershy said.

Irma blushed as she pulled out her cell phone. "Uh, yeah, I knew that... Hello? Will? Hang on, I'll put you on speaker."

"Are you guys okay?" Will was asking, "We know you've got Fluttershy and Pinkie Pie with you."

"How do you know about that!?" Hay Lin asked.

"Take a guess." Will answered.

Twilight's voice came across the line. "Fluttershy? Pinkie?"

"Twilight! You're okay!" Fluttershy smiled hugely.

"We're all okay now." Twilight said. "Have you figured out the books?"

"Hay Lin and I have mine working, but Irma and Pinkie don't know what to do with that one yet."

"Okay, hang on..."

Will came back on the line. "Irma, can you send me your precise location from your phone?"

"Sure, just a sec..." Irma fiddled with her phone for a moment. "There, did you get it?"

"Got it. Stay right where you are." Will replied. They could hear her and Taranee talking with Twilight. "We're pretty close. Look, here's where we are now and this is where they are. Can you do it?"

"Easy."

Will said, "Hanging up now, we'll be there in about three seconds."

"How can they-" Hay Lin started to ask, but went silent as her friends and three new ponies appeared in a violet flash. "Oh wow."

"I could get used to teleporting!" Elyon exclaimed.

While the ponies ran to each other and piled into a group hug, the girls stared out at where the scorpion was finishing the demolition it had started mere minutes earlier. As it scuttled out of the ruins and selected another building to begin anew, the ponies joined them.

"I'll go bring Rarity and this Cornelia here as soon as I rest for a minute." Twilight said. "Meanwhile, what do we have to work with? I can teleport, obviously. Applejack gets rapid plant growth. And Rainbow Dash's book gives her back her fighting skills. What magic have your other books restored?"

"My ability to communicate with animals." Fluttershy said.

"No clue yet." Pinkie added.

Irma asked "Yeah what's the deal? How do we make these things work?"

"I... have a suspicion..." Twilight began. "Rainbow, Will, what were you doing immediately before your book turned on?"

"We were just talking." Rainbow said.

"Although, we had just figured out that we're both athletes." Will added.

"Fluttershy?"

"We were both really worried about the animals in the zoo getting hurt."

Taranee nodded. "Our book activated when we both figured something out at the same time."

"And ours when we bonded, seein' as we're both orphans." Applejack said.

"We'll have to ask Rarity to be sure. But I expect the key is friendship. Bonding. Each pony here is paired with a human who is like them in some significant way. Orphans. Scholars. Athletes. Animal lovers. Figure out what you two have in common and you should be good!" Twilight smiled.

Pinkie and Irma looked each other over warily. "I dunno..." Irma began.

"She's nothing like me!" Pinkie agreed.

"There's something." Twilight insisted.

All right, all right..." Irma sighed. "Let's see... I'm a tomboy... I love rollerblading and radio dejaying at our school's private station...."

"I got kicked out of a radio sound booth once." Pinkie said, "I have no idea what rollerblading is, and are you telling me you're actually a guy?"

"Guy!? What!?"

"Well you said you were a boy..."

"Tomboy!"

"I've seen Deliverance." Pinkie said deadpan, eyes narrowed, "Don't do anything that will make me hurl."

"Why you little!-"

"Oh! And I also like playing pranks, like the one I just played on you!" Pinkie grinned, leading to multiple face palms and face hooves.

"Huh..." Irma said. "I'm not a half bad prankster either... Maybe we've got something here after all."

Shaking her head, Twilight said "You two keep working on it. I'll be right back with Cornelia and Rarity." Taranee showed her a map with the location of the Hale farm, and the two of them teleported away...

XXXXX

Rarity and Cornelia sat side by side on the tailgate of John Hale's truck, sipping lemonade and keeping watch over Lillian. They had returned to the farm once the giant was out of the way, whereupon the pair had been left to watch the younger girl while John and Beth went to examine the damage to their barn.

"She's a cute one." Rarity said of Lillian, "Quite reminds me of my own little sister actually."

"She's a terror." Cornelia snarked.

"Yes, well, if anything that just makes the comparison even more apt. Sweetie Belle and her friends can strike fear into the hearts of an entire town... I do hope that they're all right."

"I'm sure things will work out okay..." Not knowing what else to say on the matter, Cornelia decided to change the subject. "So, what's the deal with these 'bootie-shark' things?"

Rarity chuckled. "Cutie Marks, darling, Cutie Marks... Every pony gets one when we first discover something that we're both very good at and enjoy doing. For example, my own Cutie Mark came in when I used gemstones I had found using the spell you saw earlier to enhance costumes for a school play, confirming my desire to work in fashion."

"Hmmm... You know, on the one hand that sounds kind of cool, you know, getting a clear signal that you're on the right track for your life. On the other hand... I'm not sure I'd like knowing my destiny was set for me."

"Oh! Well it's not. Take Pinkie for an example; Yes, her Cutie Mark of balloons reflects her skill at throwing parties. But she also bakes, and baby-sits, and countless other things as well."

"So it's more like a guidepost than a set in stone order."

"Exactly."

As Cornelia was preparing to speak again, she was interrupted by a flash of light and Taranee's voice saying "And this is where we find you. Drinking lemonade while the rest of us fight the giant monsters."

"Well it's not like we could walk into the sealed off town." Cornelia answered, while the unicorns embraced.

"Indeed. We had to wait for you." Rarity agreed. "Though I am so very glad to see you Twilight."

With a shout, John and Beth came running out of the barn, still carrying shotguns, demanding to know what the flash had been. John caught sight of Twilight. "Oh Lord another one." He grumbled.

"Yeah. Can you watch Lil again now?" Cornelia asked, "We've gotta go."

"Again!?" Beth asked, "Your folks are gonna kill us for allowing this!"

"Sorry."

"Just come back intact when it's over."

"Right." Cornelia nodded. "Let's go guys."

They gathered in close to Twilight, and were gone from the farm a moment later, the view of crops fading out even as the view of the city faded in.

The first thing Rarity noticed was the rest of her friends, and the girls with them. The second was the thick black smoke rising into the sky as the scorpion monster demolished yet another structure. And the third was Pinkie and Irma laughing as they passed lame jokes back and forth. "Getting along better?" Twilight asked the pair.

"No longer than y'all were gone and they figured it out." Applejack answered. "Pinkie's book is working now."

"Yeah! turns out we just had to find a mutual appreciation for bad jokes, lame puns, and awesome pranks!" Pinkie said hopping up and down."

"So? Come on!" Cornelia asked, "What does Pinkie's book do?"

Pinkie shrugged. "Dunno! We were waiting on you to get here before we tried it out!"

"Well that, and Irma doesn't want to read it out loud." Hay Lin added.

"Of course I don't!" Irma confirmed, "I mean, it's just five random words that don't even seem to make any sense together! I'll feel ridiculous saying it!"

Pinkie fixed Irma with a wide-eyed pleading look. "Pleeeeeease?" The mare stared with eyes that grew wider and wider, impossibly so.

"Oh all right!" Irma suddenly shouted. "Stupid pony puppy dog eyes..." She grumbled. "But no one laughs at how dumb this is gonna sound, got it?" Everyone nodded, and Irma opened the book. "Okay here goes... 'Fourth Wall Fracture! Gator Grappler!'"

Pinkie glowed brightly, and began to rapidly spin in place, looking like a miniature pink tornado. As she spun to a stop, the others could see that she was now dressed in an Adam West style Batman costume. She pumped one hoof in the air, declaring "I'm back, baby!" then reached behind her back, under the cape, and moved her hoof as if rummaging around for something. When she pulled the hoof back out, she was holding a small alligator dressed as Robin. "Gummy!!!" She squee'd, and hugged it tightly.

Everyone stared. "Um..." Will started to say.

"Yeah." Elyon agreed.

Irma just rolled her eyes. "Great. My pony is defective. Anyone wanna trade?"

Noticing the stares, Pinkie looked back and forth between Gummy and the girls, seemed to figure out why they were staring, and with a degree of self awareness rarely seen in her said "This will actually come in useful. Trust me."

"I hope you're right Pinkie," Applejack said, "Cause here it comes!"

Everyone looked where Applejack was looking, seeing the scorpion moving towards where they were gathered.

"Okay, now would be a good time for the plan I bet nobody here even has..." Rainbow said. No one disagreed...

Author's Note

Two quick things:

1: Yes, I'm having adults (including the girl's parents) find out the truth. This is an intentional subversion of the typical pattern of clueless adults, done first because it's a nice change and second because, honestly, while I get why it's done so much the whole 'heroes lie to their folks' thing is a questionable lesson to be teaching.

2: The song Pinkie was singing in the bag: Eat It.

Chapter Four

P.O.N.I.E.S.

Chapter Four

"We... Do have a plan right?" Rainbow Dash asked as the monstrous scorpion drew closer. "Cause I was just kidding about what I said before..."

"Okay!" Twilight suddenly exclaimed, "First things first: Fluttershy, can you get some small animals to distract it? I'm not talking about having them actually attack or get hurt or anything, just some birds to fly by, get it's attention, maybe slow it down?"

"I'll try." Fluttershy whispered. "Hay Lin?"

"Right." Hay Lin opened her book and read the spell aloud. "Fluttering Wing! Pony Dolittle!" As the spell took effect, restoring the pegasus' ability to communicate with animals, she flew up and called out for any birds in the area. It took mere seconds for the roof to be covered in pigeons, doves, sparrows, and even a small flock of Canadian Geese.

While Fluttershy spoke with the avians, Twilight turned her attention to Rarity and Applejack. "Okay girls, I'm thinking that if A.J. can hold the monster in place, Rarity can attack with gems like she did with the giant that attacked her and Cornelia. I can try to help with that, but it's probably better if I teleport Rarity around from rooftop to rooftop, so she can be moved quickly out of danger."

"And then I buck it in the face right?" Rainbow asked. As she was speaking, the entire mass of birds rose into the air and flew in a tight flock, arcing up, north, down, and in front of the scorpion's face from right to left.

"Nah," Applejack said, "What you need 't do is carry me around so I can be moving quick like Twi and Rarity."

"Aw nuts." Rainbow complained.

Will stared at her partner. "You're actually mad that you get to stay away from that thing!?"

"Will's right Rainbow." Twilight said. The Scorpion had ignored the bird's first pass. But as they swooped down before it again, it halted it's advance to observe.

"What about us?" Irma asked of herself and Pinkie.

"Well... We can't really say, since we still don't know what Pinkie can do with whatever her spell did." Taranee answered.

"Oh! That's easy!" Pinkie exclaimed. From under the Batmane cape on her back, she produced what looked like a small cannon. "Are you ready, old chum?" She asked of Gummy in a flawless Adam West voice, then shoved the reptile tail-first into the cannon's muzzle, aimed it, and fired. Gummy shot out, trailing a rope that had somehow gotten tied to his tail. He sailed through the sky straight and true, and chomped down with his mouth when he reached the roof edge of the next building over.

Pinkie yanked hard on the rope, confirming that Gummy's grip was sound despite his lack of teeth, then tied her end of the rope to a chimney stack. "Remember every creature!" She said to the others, eyes narrowed in a serious expression, "Safety first! All four manipulatory appendages on the bat-rope!" And with that she started to shimmey across the rope.

"Huh. 'Gator Grappler.'" Elyon quoted. "It actually kind of makes sense now."

Cornelia glanced sideways at Irma. "Oh, you two are just perfect for each other."

"Shut up." Irma said, and began to cross over behind Pinkie.

"Hey! This is perfect!" Rainbow said, realization in her eyes, "Pinkie can move A.J. around! I can get back in the fight!"

"I still don't think you should go anywhere near that thing." Will said.

"I've bucked a full grown dragon in the face!" Rainbow countered.

"Whatever you're going to do, figure it out quick!" Taranee exclaimed, "It's coming again!" Sure enough, the scorpion had gotten over it's fascination with the flocking birds and was approaching once more.

"Rainbow, just be careful please, whatever you do!" Twilight said. She looked at Taranee. "Now let's do this!"

Four books were opened; four spells were cast:

"Mystic Prodigy! Quantum Transposition!"

"Green Hoof Style! Verdant Snare!"

"Fashion Fabulous! Glittering Gemstrike!"

"Mystic Spectrum! Broken Wing Style!"

Seemingly drawn by the sudden bursts of magical energy, the scorpion picked up it's pace, practically lunging towards the building they were standing atop.

"Rarity! With me!" Twilight shouted. The unicorns and their partners huddled together, and she teleported them to a nearby rooftop.

"The rest of y'all go ahead an' follow Pinkie!" Applejack said, "I'll be right behind ya!" As the girls began to make their way across the rope Pinkie had cast, the mare stomped a fore hoof down hard. She had been concerned that it might not work from the roof, as opposed to being in contact with the ground directly, but such a fear proved to be ungrounded when vines and roots, responding to Earth Pony magic, erupted out of the ground all around the scorpion, wrapping about it's legs, claws, and tail.

Even as the roots were shooting up from the earth, they were joined by a veritable army of gemstones drawn out by Rarity's magic and accelerated towards the scorpion like tiny sparkling missiles. The first wave struck their mark, drawing blood, but before the second batch could arrive the monstrous creature tore it's way free of the vines and turned to face where the assault had come from. Twilight was teleporting her group clear even as the scorpion turned, and a good thing too, for as soon as it was facing the building they had just vacated, it raised it's tail up and fired a powerful beam of energy from the tip, demolishing the structure.

Hovering above looking for an opening to attack, Rainbow shouted "All right that's cheating!" Then yelped as she had to dive quickly to avoid a shot aimed at her. She looped around and through the ruins of a half-destroyed building, drawing fire as she went.

Meanwhile, Twilight's group had reappeared on the roof of the next building over from where Applejack and the others had moved to. "What happened?" Cornelia shouted.

Applejack answered back "It's stronger than the giants!"

"Can you make thicker vines?" Taranee asked.

Nodding, the farm mare replied "Yeah! But I don't think it'll matter how thick and strong I make 'em! It'll tear free eventually!"

"We need to do it anyway!" Fluttershy said, "It's getting closer to hitting Rainbow Dash with each shot!"

With a decisive nod, Applejack stomped down with both fore hooves, drawing out vines as thick as the trunks of centuries-old oak trees, again snaring the scorpion, which let out an angry roar as it began to thrash against the restraints.

"Pinkie, you got another line!?" Elyon asked.

"Sure!" Pinkie loaded Gummy into the grappling gun again and fired him at an angle upwards, latching to the top of a higher building, and everyone began to climb.

At the top, they were met by Rainbow Dash. "Stupid cheating laser tail!" She grumbled.

"Yeah, don't you hate when the bad guy pulls new powers out of nowhere?" Pinkie replied. "Wish I could do that."

"You pulled an alligator out of your cape." Hay Lin said.

"Oh that's right! I totally can!"

"Focus on the fight people!" Irma demanded. "Something's happening!"

As they looked down, they saw that the scorpion had freed it's tail, if nothing else, and was now shooting at the various places Twilight and Rarity were teleporting to. The unicorns had chosen to move from roof tops to the ground, in order to minimize damage to any more buildings and give themselves room to maneuver if needed. Rarity was still chucking gems as fast as she could, but the tiny holes they were punching were little more than pinpricks to the monster.

At one point, having found a perfectly shaped gem, Rarity attempted the same move she had used to destroy the giant earlier in the day. The scorpion's more potent bean just vaporized the diamond without being reflected. "It was a good try." Cornelia said as they arrived at their next stop.

"Yes. Too bad." Rarity agreed. She lobbed another volley, then asked "Twilight? How are your magic reserves? I know teleportation takes a lot out of even you..."

"I'm okay for now." Twilight answered, but she was clearly starting to perspire heavily.

Taranee said "Take us directly behind it Twilight. Maybe it's tail can't turn far enough to shoot at that angle."

"Good thinking."

They arrived at the scorpion's rear to discover that Taranee's hunch had been spot-on. The creature thrashed and swayed and tried in vain to aim, but was unable to do so. Rarity took advantage of the moment's respite to gather up a larger supply of gems to throw, and Twilight rested from the multiple teleports.

It was right about then that things took a turn for the chaotic again, with the appearance of soldiers on several rooftops, taking aim and firing with rocket propelled grenades and large heavy machine guns. The shots mostly found their mark, but the scorpion's armor was so strong that it took little damage. In fact, if anything the assault may have made things worse, given that the restraining vines Applejack had created, already weakened by the creature's own escape attempts, began to be torn apart under the barrage.

As Applejack did what she could to regenerate some of the vines, a door slammed open behind the group, and another team of soldiers rushed out onto the roof, aiming their weapons at the ponies and girls. "What are you doing!?" Their sergeant demanded, looking at the glow around A.J.'s hooves.

"Tryin' 't keep big ugly pinned down!"

Below, the scorpion fired energy beams at a pair of buildings, demolishing the first and heavily damaging the second. The barrage of heavy weapons fire tapered off as the attacking soldiers laid low while waiting for a plan. "Sir! We have to stop those blasts!" One of the soldiers shouted. "We're all going down otherwise!"

"What do you think we're trying to do!?" Rainbow exclaimed.

The Sergeant waved for his men to lower their weapons. "You're fighting it then? You're not in league with it?"

"Well duh." Rainbow grumbled, but Hay Lin waved her down.

"It's a long story sir. But yes, we're on the same side."

"What the hell, I'll give you a chance..." He answered. Looking back at his troops, he said "Now, how can we take out the tail?"

"Leave that to me!" Pinkie suddenly declared, standing up on her back hooves to strike a heroic pose.

The soldiers stared at the cape and cowled pink mare in disbelief, and one of them said "And who are you supposed to be?"

In an instant, Pinkie was in the man's face, gripping his collar, leaning in eye to eye. "I'm Batmane."

The soldier let out a surprised yelp and stumbled back as Pinkie hopped to the roof line, loaded Gummy, and fired him and a trailing line up and over the scorpion, latching to a building on the far side. Then with an excited shout of "Cowabunga!!" she swung on the rope, down, down, and landed atop the tip of the creature's tail.

"She is out. Of her. Freaking. Mind." Will said.

"No argument here." Applejack agreed, and chuckled as everyone present, even the soldiers, muttered their own assents to the sentiment.

Riding the thrashing tail like a bucking rodeo bull, Pinkie held tight (somehow) and pulled loose a panel in the armor that concealed a large interface module. "Okay, let's see... If I can sabotage this somehow it won't be able to shoot... Where's an instruction manual when you need one...? Like, a nice big spiral bound book called 'Giant Monster Death Scorpions For Dummies.' Oh! Here it is!" She examined a diagram on the inside of the panel she had opened. "Huh... I forgot I don't read Monster. Oh well, there's always the backup plan..." She looked up to where the others were still watching. "Rainbow Dash! Open panel!"

Rainbow smiled as she realized what Pinkie wanted her to do. "Say goodbye to the tail laser thingy." Before anyone could stop her, she flew high into the sky, then dived, gaining tremendous speed as she streaked down in a bee line straight for the open panel and the now vulnerable equipment that had been behind it. Just as she reached the target, Rainbow flipped into a Broken Wing pose designed for striking high speed blows without going 'splat' yourself. The actual blow was delivered so quickly that Rainbow was already rebounding up past the roof everyone was watching from before the smoke and sparks started rolling out of the damaged machinery. The scorpion tried to fire the beam weapon again, but got only sparks for the trouble. "Boo-Yaa! Who's the Mare!?" Rainbow boasted as she fluttered back down to the roof.

"That... Was impressive." One of the troops admitted.

"Yes. But what about Pinkie Pie?" Fluttershy asked.

"What about me?" Pinkie asked, popping up behind everyone, causing no shortage of shocked screams.

"What the... When did you get back up here?" Elyon demanded.

"Silly filly!" Pinkie smiled. "Where else would I be?"

The shouting match that arose from this was quickly quieted by a stern command from the Guard Sergeant, who was holding a small radio to his ear. "Quiet! I need to hear this!" He listened for several more seconds, then visibly blanched. "Oh #@&%..."

XXXXX

Heatherfield Police Deputy Thomas Lair was standing guard duty outside the seventh precinct headquarters. He understood the importance of the position; with all the strangeness happening in and around town, a strong visible presence was vital to keeping people calm. Still, considering that absolutely nothing had happened anywhere within the precinct, he was bored out of his mind. He glanced sideways across the entryway to the officer assigned to assist him, someone he'd never met before from the beach district. Tom couldn't help but take note of the fact that the man seemed more relieved than bored. "So... You've actually seen some of this crap?" He asked.

Varghness nodded. "Kinda-sorta. Didn't see any of the giants except as scrap metal. Got chased by a pegasus thing though."

"You don't say? Weird, I mean, what's the connection between giant robots and a flying horse?"

"Damned if I know." Varghness answered honestly. "I mean, there's gotta be a link for both to show up at the same time right? But we saw evidence that the pony things are fighting the robots. Winning too, somehow."

"Huh." Was all Tom could think of to say.

The two officers stood in silence for several more minutes, at which point the doors slammed open. "Lair!" the detective at the door shouted, "Get in here! Chief wants to see you yesterday!"

"What about the guard post?"

"Hell, I dunno. Varghness can hold it 'til you get back maybe, not like there's anything going on close by here anyway. Now come on!"

Tom shrugged his shoulders and followed the detective back into the building. They walked across the lobby, down a series of narrow halls, and up three flights of stairs, to reach the police chief's office. Along the way, Tom had tried to get some answers out of the detective, but the man wasn't talking. Finally, they stepped in through the open office door.

Tom Lair had only been in this particular office twice before, and it still impressed him; Furnished in a long-gone era when even low level government projects were well funded and maintained, the walls were rich oak wood, hand carved into ornamental shapes along the baseboards and ceiling edges, polished to a level that practically shone. The carpet was a thick deep pile, reddish-brown patterned with gold, and even the chief's furnishings were top of the line, inherited from his predecessors of many generations.

Of course, Tom had to admit that as exquisite as the surroundings were, Chief Harold Dodgson impressed him even more. Six-foot-seven, approaching seventy years of age but with a build and musculature worthy of envy from most men half his age, Dodgson matched his physical appearance with a sharp mind, piercing eyes, and a voice so deep it made Darth Vader sound like a prepubescent girl. A voice the man now rumbled out greetings in; "Detective O'Conner, Officer Lair, please, come in, sit." As they found their seats, the Chief continued, "I suppose you're wondering why you're here...?"

"Yes sir, I am." Tom answered. "Nothing's happened to any of my family has it?"

"No one is harmed, so far as we can tell." Dodgson said. "In fact, we've sent a pair of officers to protect your wife and son who are currently located at an emergency shelter east of town."

"Protective custody...? But why... Wait, you said my wife and son! What about my daughter!?"

"That's why you're here deputy." O'Conner finally spoke.

Dodgson nodded. "Exactly. Take a close look at this Tom..."

The Chief picked up a remote and switched on a large flat screen behind his desk. He pushed another button, and video of the battle between the Guard, the Scorpion, and the Ponies began to play. Dodgson said "Now look close as I zoom in..." The screen zoomed in once, twice, three times on the rooftop ponies, the image blurring somewhat, though whatever camera had captured it must have been top-of-the-line: even with multiple zooms, individual features were still recognizable. Features including...

"Irma?" Tom gasped. "That's Irma! What's she doing out there!?"

"She appears to be aiding and abetting the aliens." O'Conner said. "The horse ones anyways."

"She's gonna get herself killed!" Tom shouted, and then he turned and bolted from the room.

"Lair get back here!" O'Conner screamed, but it was no use.

Dodgson merely chuckled. "What did you expect detective? It's his daughter. Of course he's going after her. And since you're the one assigned to Lair's protection, you'd better get moving to go after him...."

O'Conner cursed under his breath, and ran to follow the deputy.

As Tom rushed out the front doors of the precinct building his phone began to ring. Knowing who it had to be, ignoring the frantic shouting of Deputy Varghness who was following along behind, he took the call. “Anna?”

“Yes! Tom what the hell is going on!? There are deputies here who say we're 'under their protection' and I can't get Irma to answer her phone!”

“Easy Anna.” Tom replied, “I know where Irma is, and I'm on my way to her right now.”

“And she's okay?” Anna Lair asked.

“The last I knew. And she'll stay that way no matter what I have to do to make sure of it!” Tom fell silent, electing against telling his wife the full details that it sounded like she hadn't been told just yet. No reason to worry her. After a moment he added “You just stay with the officers, do what they say, and keep yourself and Chris safe. Okay?”

“A... Alright. But I expect some answers!” Anna insisted.

“And you'll have them soon, I promise. Gotta go. Love you.” Tom hung up his cell just as Varghness caught up to him.

“Lair, where's the fire?” The other deputy asked.

“My daughter's right in the middle of this. And I'm going after her. Don't you try to stop me.”

“Meh, I won't. But I won't let you go alone either. Come on...”

Tom nodded his appreciation, and they rushed side by side towards the danger...

XXXXX

“Company retreat!” National Guard Sergeant Rivera shouted, “Immediate evac!” As the other troops began to fall back off of the roof, he looked at the girls and the ponies with them. “We've all got to get out of here, fast. The brass is calling in the big guns for our big ugly friend down there.”

“Ain't that a good thing?” Applejack asked.

“I kinda think you ponies might not know how powerful human weapons can get.” Irma said. To the Sergeant she asked “When you say 'big guns' you mean...?”

“A-10's and F-35's.” Rivera replied.

Irma paled. “That won't leave much of the block standing will it?”

“No Ma'am. So let's move.”

“I'll fly down and tell Twilight!” Rainbow said, “Maybe once the rest of us get to the ground level she can teleport us clear!”

“Good thinking. Everyone else down those stairs now!” Elyon shouted, and then everyone was running for it.

Rainbow Dash kept a wary eye on the scorpion as she fluttered down the outside of the building to where Twilight, Rarity, Cornelia, and Taranee waited. Too busy thrashing in distress over the loss of it's tail gun, the creature didn't attack.

“Twi! We gotta get out of here!” Rainbow exclaimed as she landed.

“What!?” Twilight asked. “What's happened?”

“It's what's gonna happen!” Rainbow said, and explained as much of the danger as she understood. “So, everything here's gonna blow up and we need to to teleport us clear before it does!” She finished.

“Rainbow Dash! I'm exhausted!” Twilight answered. “I can't possible teleport everyone a city block or more away!”

“Then I guess we'd better run for our lives!” Cornelia said. The ponies agreed, and they ran, joining the others just as they were coming out the front doors.

Sighting Sergeant Rivera, Rainbow flew alongside him and asked “How long do we have?”

“Less than five minutes now!” Rivera shouted back.

“We'll never make it far enough in that time!” Taranee said. “Especially those of us who aren't really athletic! My legs are already starting to tire out.”

“And Twilight is flatly exhausted as it is.” Rarity said.

“Well heck, I got Twilight!” Applejack said, moving a fluid sideways maneuver that allowed her to slide under Twilight, getting the unicorn up onto her back.

“But won't that slow you down Applejack?” Hay Lin wondered.

“Girl I work on a farm all day!” the Earth Pony snorted. “I could juggle things heavier than Twi!:

Everyone chuckled, and then Rarity said “All well and good darlings, but about getting out of range before we all die horribly?”

No one had an answer just then, so they kept running. It was only two minutes later that an incredibly loud high-pitched rumble rose from the skies above. “Is that...?” Will started to ask.

“It is.” Rivera said. “They'll probably make one pass over the target zone to see what they've got, then turn and swing back through for the attack.”

“And what will the attack consist of?” Taranee asked.

“Most likely, the A-10's will hit first. Their primary weapon is a cannon so big and powerful that the things are less planes with big guns than a big gun with just enough plane wrapped around it to get it in the air.”

“I get it. If the cannons do the trick they won't have drop bombs. Less damage that way.” Taranee said, nodding.

“Exactly. And considering those cannons are designed to fire thirty nine hundred rounds per minute of armor piercing depleted uranium shells, God help us all if they're not enough.”

“And God help the lot of us if the cannons don't work and they need the bombs.” Another guardsman said. Thousand pound thermobaric weapons? We won't stand a chance this close.”

Riding atop Applejack's back, Twilight asked, “But if they try cannons instead of explosives first, won't that buy us another minute or so to get further away, even if they do end up needing the bombs?”

“It just might.” Rivera agreed. “So nobody give up! Keep running!”

Overhead, Pinkie whooped with joy as she swung from building to building Spider-man style on the Gummy-lines. She was actually making better progress than the others, pulling ahead of them, disturbing birds which had been perching on parapets and balustrades as she went. Several faces looked up as the pink mare passed, also catching the briefest glimpse of the war planes as they swooped overhead.

“Jet engines?” Twilight asked, wide-eyed. “You're using jet propulsion? Equestria's experimented with it but we've not gotten it working yet.”

“Yeah. If I remember my history, we had a hard time working out the bugs too. Simple in principle, fiendishly complex in practice.” Taranee managed to say, breathing heavily now as all the running began to take it's toll.

Suddenly, and to the surprise of everyone who knew her, Fluttershy gave a loud gasp and said “Jets! I remember learning about them in flight school!”

“Yeah, so...?” Rainbow Dash asked with a raised eyebrow.

“So,” Fluttershy answered, reverting to a quieter voice, “I have an idea! They can't risk flying into anything that could get sucked into the jets right?”

“...Right...” Cornelia said.

“And they wouldn't shoot at little birds flying around in the air, right?”

Rivera said “I doubt it. I mean, it'd be hard to hit anything that small, and a waste of very expensive ammunition that needs to be saved for the actual target.”

“Perfect!” The yellow pegasus flew up and called out in a melodic voice, like a wordless song. All around, birds again answered her call, both those that had helped out before and new individuals as well. They flew up and formed a swirling cloud of feathered creatures, like a shield over the area.

“That's... Actually brilliant.” Cornelia grinned.

Elyon said “Yeah, they can't fly into cannon range safely now.”

“Then we can stop and rest?” Rarity asked.

Rivera shook his head. “Not a chance. Your yellow friend bought us a few more minutes; since they do want to limit collateral damage they'll give the birds some time to disperse in the hopes of using the cannons. But if this keeps up they'll just go ahead with the bombs.”

“Then let's get the buck out of here!” Rainbow declared, flying ahead, and the rest of the group followed. Behind them came a roar as the scorpion finally remember what it had been doing when it lost it's tail and spun about, searching for it's prey. Unable to locate their trail, it began demolishing buildings again.

Sergeant Rivera was listening when the call came over the radios from the A-10 lead. “Dusk Leader, Dusk Leader to H.Q.”

“H.Q. Here Dusk Leader, what have you got?”

“Something odd H.Q. We're tracking the target, but are unable to engage due to an enormous flock of birds posing a flight risk.”

“Dusk Leader, is target mobile?”

“Negative H.Q., Target is remaining in position.

“Copy that. Orders are as follows: If target becomes mobile, drop bombs at will. Otherwise, give the birds five minutes.”

“Copy that H.Q.”

Rivera grinned. “I called it. We've picked up another five so long as it stays put.”

“Hey Mister Soldier?” Hay Lin asked. Rivera grinned and gave his name. Hay Lin nodded and said “What about the football stadium? It's walls are three feet thick concrete and it's just around the next corner.”

“That's enough armor to take the shockwaves at this distance... I'd still be worried about the atmospheric suction though... Thermobarics eat a lot of oxygen as they burn, creates a veritable hurricane of winds sucking in towards the blast.”

Twilight said “But, if this stadium has doors on all sides, the wind would just flow through.”

“Yeah! We tie ourselves down to ride it out, we'd be good.” Taranee agreed.

They rounded the corner, and the massive Heatherfield Stadium came into view. Rivera shrugged. “I got nothing better. Everybody inside on the double!”

Together, the group made a run for the stadium. Arriving, they found the entry doors locked tight, though that was hardly a concern for soldiers wielding automatic weapons. Careful of the shattered glass, they piled through the doors and into the building.

"Find something to tie ourselves down with!" Rivera ordered.

Everyone scattered through the structure, looking for whatever they could find: rope, bungee straps, anything that could be used to firmly attach themselves to something heavy or anchored into the concrete floors. They regathered quickly, and began too strap down to chairs and support columns.

"How long do we have?" Fluttershy asked once everyone was secure.

"Thirty seconds to a minute, I'd say." Taranee replied.

Rainbow asked "Okay, so what's the big deal?"

"Yes, what can we expect?" Rarity agreed.

"If the A-10 cannons work, nothing but a lot of loud noise here." Rivera explained. "If they have to drop the bombs... Let's just say it'll get really loud, really hot, and really windy even here, and you'd better hope these ropes hold or we'll get sucked into a little preview of the fires of hell."

From outside came the rapid heavy thudding of cannon fire, and the loud screaching of the scorpion as the assault began. "Here we go..." Will whispered.

Rivera shushed her as he pressed the earpiece in, listening to radio traffic. The shooting continued for perhaps twenty seconds, and then there was silence. "Did they get it?" Twilight asked.

"Sounds like." Rivera answered, "But damn it took a pounding to do it."

"Okay, let's get out of here." Irma said. She and Rainbow were starting to undo their ropes when a strange low rumble thrummed through the air. "The hell...?"

The next thing they all heard was shrieking.

"More scorpions!" Rivera shouted. "Those portal gate things opened up and three more scorpions came through!"

In the distance, the cannon fire resumed.

Hay Lin said "Wait, if these are new, won't they still have-"

"-The tail lasers!" Twilight finished.

"Aw crap!" Irma agreed.

The distinctive sound of the tail's energy beams echoed through the air, followed by a new sound that grew rapidly louder. Then, in an instant, the stadium roof was sheared off by the impact of a flaming fighter jet crashing through and continuing on out of sight past the further wall. Debris fell on the cowering humans and ponies, though only a little; most of the roof had been carried along with the jet to the far end and beyond. Then there was another blast and shockwave as what was left of the jet hit the ground.

"This is crazy!" Elyon shouted, "We're all gonna die here!" Applejack tried to comfort her partner with a foreleg around the shoulders, but it wasn't effective.

Still holding a hand over his ear trying to listen in on communications, Rivera suddenly looked up. "Hold on tight everyone, here it comes!"

Half a second more and the loudest, deepest, noise the ponies had ever heard blasted it's way through the stadium, accompanied by a violent shaking of the ground. The bombs had been dropped. Even blocks away from the targets, they could feel the temperature rising, and a hot wind arose, sucking in oxygen to feed the ravenous flames. All through the building, the winds rose well over a hundred miles per hour, grabbing at the refugees as they held tightly to each other, the ropes anchoring them down, and whatever else they could get ahold of...

XXXXX

"I don't care who the hell you are! Get. Out. Of. My. Way!" Tom Lair was roaring at the top of his breath to the team of black-suited men who had cut off his journey towards the battleground. They were unimpressed.

"Try to understand our point of view Deputy. Your daughter is in the presence of alien life forms. Even setting aside the question of the unexplained capabilities these aliens have demonstrated, she will still need to be quarantined for some time in case of unknown diseases."

Another of the men added, "And then, of course, we can't really set aside the other question. These... ...things... ...may look like cute pastel horses but they possess abilities unknown to human science. Those exposed to them could be compromised."

"Compromised!?" Lair exclaimed. "What!? You mean like mind control or something!? That's insane!"

"All of this is insane Deputy."

Varghness made the mistake of speaking up; "I kind of have to agree with Lair on this." He said, "I mean, I was around one of the Pegasai for awhile and I feel alright."

"You've been exposed!?" Before Varghness could react, two of the black-suited men moved with incredible speed, one slipping behind him to bind his arms while the other produced a syringe of sedative and jammed it into the officer's neck. He was down in seconds.

"Seriously?" Lair demanded.

"As you can see Deputy, we take this job seriously."

To Tom's surprise, Detective O'Conner took his side, saying "I respect that you gentlemen have a job to do. But so do we. Officer Lair's daughter is in danger, and his wife and son are waiting for news."

"Oh we've covered that." The first suit replied. "In fact, if I'm not mistaken, here they come now." As he spoke a large panel truck drove into view around the corner and braked to a halt alongside the group. A side panel opened, and inside they could see people that Tom recognized: Anna, Chris, and the mothers and fathers of several of Irma's friends.

"What the hell is this!?"

"Protective custody. Lair, look, we're not the bad guys here. All we want is to make sure our citizens are safe from whatever the hell is going on around here. And that means both getting your daughter and the other girls in quarantine until we're sure they're not infected or compromised, and getting the rest of your families secure in case this comes back on you somehow."

Tom took a moment to calm himself. "All right." He eventually said, "I can see that. But what about-"

Whatever he was about to say was cut off by the sudden eruption of cannon fire, followed by flashes of light and an explosion. Another suit, this one a woman, rushed up to the others. "Air Force fighters have engaged the hostiles. The first scorpion is down, but more have appeared and an A-10 has been destroyed. F-35's are dropping thermobarics as we speak." She reported.

Two seconds later, the shockwaves echoed through Heatherfield as the massive bombs exploded. "Irma!" Tom shouted, and not thinking tried to struggle through the men in his way. The last thing he was aware of was Anna shouting his name as he was clubbed over the head and fell into unconsciousness...

XXXXX

"Blergh... What happened...?" Tom Lair's vision swam about as he came to, the sight of Anna hovering above all he could make out.

"You got blindsided." Anna replied.

Memories came back in a rush as Tom sat up, seeing that he was now in the back of the same panel truck that was carrying the others. Seated along the sides were Harold and Elizabeth Hale, Susan Vandom, Lionel and Teresa Cook, Alborn and Miriabelle Brown, Chen and Lisa Lin, and Chris. Two men in black suits stood at the front and back of the compartment, carrying large guns, and the woman who had delivered news of the attack was also present.

"...Irma?"

"We have reason to believe none of the children were harmed Officer." The woman said. "At last contact, they were with a National Guard division, making a run for safety clear of the blast zone."

"And they got out?" Elizabeth asked.

"Unknown as yet, but the guard Captain's life sign telemetry is still reading him as alive."

There was a general sigh of relief through the truck at this news, then Theresa Cook said "Okay, so let's talk about the legality of what you're doing. You are aware that I'm a federal judge right?"

"Fully aware. These actions fall under the Homeland Security Act. We've done nothing illegal."

"That's a scary thought." Harold muttered.

"Can you at least tell us where you're taking us?" Susan asked.

"Fort Wyvern. You won't be allowed to leave or have outside contact until all the questions surrounding these events is cleared up, but you will be held in officer's quarters rather than the barracks or prison cells."

"And our girls?" Lionel asked.

"Will also be at Fort Wyvern, in bio-secure cells. You'll be able to see them, so long as there's no trouble."

Teresa asked "And how long will this quarantine last?"

"At least a month ma'am.... If you'll excuse me...?" The woman stood and exited through a front door to the truck's cab.

"So what the hell do we do now?" Alborn asked.

"We go along. What else can we do?" Harold said. "I just pray that they all got out of there in time..."

XXXXX

Rainbow Dash shook her head and moaned. "What happened? Did I black out?"

"I think we all did, but not for long." Twilight answered. She called out "Is everyone okay?" A chorus of voices answered back, all confirming that they were, perhaps, a bit ruffled around the edges but otherwise intact.

It took a few moments for everyone to get free of the ropes they had tied themselves down with. Pinkie in particular had entangled herself in a Frankensteinian horror of a knot that defied all reason. Once they were all back on their feet though, all eyes went to Rivera, who was listening intently to the radio in his ear.

"Please tell me that got 'em all." Will asked.

"Probably." Rivera answered. "No confirmation as yet though."

"I'll fly up and take a look!" Rainbow announced.

Rivera motioned for her to wait. "It wouldn't do any good. Too much smoke and dust in the air. Besides, We've got something else to talk about."

Noting something off in the man's tone, Applejack gave him a wary stare. "Oh yeah? An' what's that?"

"I'm sorry. But I have orders." Rivera motioned with his right hand and all of his troops drew their weapons and took aim at the ponies and their human partners.

"What!?" Rainbow exclaimed, "You've gotta be bucking joking!"

"Totally! We helped you guys out!" Elyon agreed.

"This is most uncouth."

"You're gonna lose us as friends! Forever!"

"Fascist!"

The Sergeant held up both hands in a placating manner. "Hold on! Calm down! I'm just doing my job here!

"By gunning us down!?" Irma shouted.

Rivera chuckled. "You'll... ...Notice we haven't actually opened fire."

"Well..."

"Look, we just need you to-"

Before Rivera could finish what he was about to say, a section of the stadium's south wall, about two hundred feet from where the group was standing, exploded inward, leaving a hole that admitted a scorpion. It was in terrible shape; Tail gone, half of it's legs non-functional, large sections of armor totally burned away, but it was still up and coming after it's prey.

"Are you kidding me!?" Cornelia exclaimed.

The soldiers reacted with admirable speed, turning to face the greater threat and opening fire as it came straight towards them. "Scatter!" Rivera ordered, and everyone did so.

As they rushed away in all directions, Hay Lin, Cornelia, and Fluttershy ended up running (or in Flutter's case, flying) alongside each other. They were halfway across the arena when they heard a man scream in pain. Looking back, they saw that one of the troops hadn't been fast enough; the scorpion now had him pinned down, looming over his form, opening it's mouth to finish the job.

"No! We have to do something!" Fluttershy yelled, and turned to fly back the way she had come.

"Is she crazy!?" Cornelia demanded.

"No, she just cares!" Hay Lin ran after her partner, Cornelia following after half a moment's hesitation.

Flying was of course faster than running, and the pegasus reached the scorpion and it's downed prey first. She stared into it's eyes. "Shame on you! Let this poor man go right now! Do you hear me!? What will your mother think of this?"

"What the hell is she doing?" Rivera wondered.

"Something that would have worked back home." Rainbow said. "But it's no good here!" With a flurry of wind, she zipped as fast as she could towards Fluttershy.

Meanwhile, Fluttershy had realized her error as the scorpion roared as loud as it could and lunged both of it's claws at her. Rainbow made it just in time, knocking both of them clear as the claws closed on empty air. They landed next to Twilight and Taranee.

"Thank you Rainbow." Fluttershy said, "But the poor man!"

"I've got it." Twilight said. "Taranee?"

Taranee gave a nod and flipped Twilight's book open. "Mystic Prodigy! Quantum Transposition!"

Twilight vanished in the glow of a teleportation spell, reappearing beneath the scorpion and then vanishing again with the wounded soldier in tow, delivering him next to Rivera and several of his men.

"Thank you." The Sergeant whispered.

"Not at all. Let's just talk next time instead of pulling weapons on us."

"Look, I just-"

Twilight held up a hoof. "No. I think I get it. Quarantine, right? Make sure there's nothing to be afraid of?"

"Well, yeah."

As Twilight and Rivera were speaking, the scorpion shuffled about, confused by the sudden loss of its captured prey. From around the arena, soldiers opened fire whenever they had a shot, but even with the damage it had already sustained their guns just weren't powerful enough to do any more harm.

"Looks like your guard guys aren't doin' much." Applejack observed.

Elyon nodded. "No. But what more could we do?"

"Somethin'. We gotta do somethin'..."

Pinkie popped up between the pair, no longer dressed as Batman. "It's too bad my Pinkieness isn't working." She said, "If it was, I'd just pull a party grenade out of nowhere then appear mysteriously behind the meanypants bug, pull the pin, and toss it in his mouth! And then it would be all like 'There's a party in my mouth and everyone's invited!'"

"O~kay..." Elyon stepped back from Pinkie.

"Wait hold on..." Applejack said. "Pinks might be onto something here... Those guard humans have regular grenades right?"

"I would imagine."

"So, what if I grew up some vines t' hold the thing down, with it's mouth open, an' then they chucked some grenades in?"

"Let's get to the others." Elyon agreed, "It's worth trying..."

XXXXX

"I like it." Twilight said after Applejack explained the plan. "But wouldn't it put the soldiers throwing the grenades in danger?"

"It would." Rivera agreed. "Unless... Think one of your pegasus friends could drop them in it's mouth from above?"

"Oh, not me please..." Fluttershy whispered.

"I'm all over it." Rainbow agreed.

Together they hammered out a plan. Rivera gathered grenades from his men and showed Dash how to use them, while Elyon activated Applejack's book. The order was given to the troops to stop shooting. Everything was ready, save for one last detail. As the scorpion overcame it's confusion and began searching out it's hidden quarry, Taranee looked the Sergeant in his eyes and said "Once this is over, you gonna turn on us again?"

Twilight held a hoof up. "Wait. Sergeant, we talked about this. Do I have your word that no harm will come to us if we go with you?"

"So long as you're not our enemies, yes." Rivera replied. "I meant what I said before. This is just about making sure there's no diseases or anything to worry about." He looked back into Taranee's eyes. "Believe me, Miss, this isn't the movies where the army immediately dissects any alien they get ahold of. If there's a shot at making allies out there, we're going to take it." He glanced to the scorpion. "Especially now."

"Then, we'll go with you." Twilight said. She looked around at the others. "Agreed?"

The others agreed, albeit with some trepidation from some of them.

"Okay... So let's squash a bug!" Rainbow pumped a hoof in the air.

The plan was straightforward. First, Applejack stepped out into view, on the far side of the stadium from the scorpion. It saw her instantly, roared, and lunged across the arena right towards her. As it reached the half-way point, the pony slammed a hoof to the ground, growing large thick vines that wrapped all around the creature's body, holding it down, with it's mouth open and pointing up. It struggled to free itself, but A.J. just kept the vines growing thinker and stronger. "Yer up Dash!" She called out.

A bandero of grenades held between her forehooves, Dash flew above the creature, positioning herself straight over it's mouth. She pulled the cord Rivera had rigged, which yanked the pins from all the grenades at once, and dropped them. "Down the hatch!" She laughed as it fell in, and then she was flying away as fast as she could while Applejack pulled the mouth shut with the vines around it.

As Dash returned to the group, Will was asking "Did it work? Shouldn't they have exploded by now?"

Rivera stared at his watch. "Three... Two... One..."

The boom was bigger than any of the ponies or teens expected. This was far more than just a muffled 'whump!' from inside the scorpion's body. The body disintegrated, little bits thrown in all directions from the shockwave. Humans and Ponies took cover as the remains rained down on them, squeals of general disgust accompanied by Rarity and Cornelia's specific disgust at it getting in their hair.

And then it was over. Rivera's troops gathered together with them, but none drew their weapons. "So are we in custody then?" Irma asked.

"Yeah. But we're just gonna wait here." The Sergeant answered. "Transport for all of us is on the way."

When the backup troops and transports arrived twenty minutes later, they were surprised to discover not prisoners held by force, but guests to be escorted peacefully.

"I hope you've made the right call Twilight." Hay Lin whispered.

"Me too. But do we really have a choice?" The unicorn replied.

Rarity said "I suspect not... Do you suppose they'll have showers where we're going?"

A soldier spoke up, "You'll all have to go through decontamination showers when we arrive."

"I guess that's something."

Elyon sighed, "Yeah, I've got scorpion goop in places I don't wanna think about."

"We'll need a sample of that miss."

"Lovely..."

Chapter Five

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