Brainiac Takes Manehattan

by TopWanted

Rating: teen
Tags: Pinkie Pie, Slice of Life, Crossover, Main 6, My Little Pony: Friendship is Magic, Sapphire Shores, Original Character, Science Fiction, Comedy
Length: 45486

Look up in the sky! It's a bird! It's a plane! It's a giant metallic monstrosity here to destroy us all. After a failed battle with the man of steel, the artificial intelligence Brainiac finds itself in Equestria. Can the Elements stop him?

Brainiac has existed for eons. Seen planets and solar systems rise and fall. Witnessed stars die. Now he's in Equestria. But something's different about this world. He must blend in if he wishes to conquer and leave. A new body would work perfectly.

This version of Brainiac is a little bit of a combination of the animated series one and the one from the comics.

I DO NOT OWN ANYTHING

Published 2015-11-14 14:40:02 UTC
Last updated 2015-11-14 14:40:02 UTC

Put Some New Shoes On

Superman slammed into the reinforced wall, the force of his push creating large dents in the titanium hull. With another forceful blow he was through and into the vessel. Brainiac sat in his control center in the middle of the floating warship, his face cold and unfeeling.

“It’s over, Brainiac,” Superman shouted as he dove toward the cybernetic menace.

“It is never over, Kal-El,” Brainiac replied emotionlessly. A metal tentacle flew out and grabbed Superman by the wrist, followed by another and another. Soon he was shackled in mid-air. The tentacles sent a large spike of electricity into him and Superman screamed in agony. Brainiac still displayed no emotion at this turn of events. “Not until all has been recorded and deleted.”

The malevolent intelligence rose from his seat, his body merely for show. What Brainiac truly was was an A.I., an artificial intelligence. Born eons ago on a planet that no longer exists because he ended its existence. His eyes were blank and lifeless as all his vessels were. This was merely a shell of something far more sinister and apathetic. Superman thought to himself, yes, apathy is the perfect word to use for such a creature. Brainiac commanded the tentacles to move closer to him and they followed, bringing the man of steel mere feet away from Brainiac’s shell.

“Your Justice League attempts to stop my takeover of your global network as we speak. Surely you know this will not succeed?”

Superman grinned at the villain, a puzzling action considering his circumstance. “You never could quite get it, Brainiac,” he said. “You’ve never believed in faith. Could never even consider it a factor in your cosmic calculations. Well, I have faith in my friends. Let’s see how that works out against your calculations.”

Brainiac did not respond, sending another jolt of electricity through Superman. He screamed in pain once more. Brainiac returned to his seat once more, a small cord sliding out of the wall and hooking into the back of his head. “I will show you the futility of your words, Last Son of Krypton. Friendship is a pointless factor, merely leading to betrayal and heartache that most living organisms feel. I will now take control of your global network and bring this planet to its final halt. Then I will assimilate its biggest city into my database. There is nothing you can do to-“ Brainiac paused.

Superman panted slightly from the pain he had gone through but was able to chuckle once more. “What’s wrong? Something interrupt your takeover?”

Brainiac’s shell did not show any signs of emotion but his voice had quickened slightly in pace. “This is impossible. The link was just open. An entire network cannot go dark in that short a-“ He was interrupted again as a strong jolt of electricity shot through the shell in his seat and it exploded.

Superman watched as the ship around him began to explode in small bursts of flame and debris. The tentacles holding him began to sag and he ripped them free from the wall. A small buzz caught in his ear and he activated his JL Watchtower headpiece.

“Good job, Bruce,” Superman grinned. A dark brooding voice came up on the other side.

“Thank Oracle. She was the instrumental factor in piggybacking the virus into Brainiac’s ship.”

“Tell Barbara I said ‘well done.’”

No other man could actually hear such a thing but Superman swore he heard the Dark Knight smile on the other end. “Will do.”

“KAL-EL!” The voice boomed through the exploding ship. Superman tried to find the source but it seemed to come from everywhere. “You have bested me yet again. I am eternally patient. But it seems that is not enough. I will retreat today, but know that I will return. You have given me much to ponder about, Superman.”

A loud sound reverberated through the ship, harsh whines and whistles filled the air. Superman floated silently as he could do nothing but watch the ship before him disappear, the night sky slowly taking it’s place. When the skull shaped ship was finally gone, Superman frowned worriedly. Brainiac had never once used his moniker before to address him, always calling him by his Kryptonian name or the title “Last Son of Krypton.” Superman always thought this was because of Brainiac’s unflinching stoicism to the rules of order, not being able to logically accept the Kryptonian by any other name. Superman shivered as he thought what this might lead to. He had no idea where Brainiac had gone, but the mechanized monster now seemed to have given up its stoic nature. Just what this meant for whoever would have to deal with Brainiac next, Superman didn’t know.

Princess Celestia shot up in bed. Her face pale and her body covered in nervous sweat. She breathed heavily as she recalled the premonition that had haunted her so. She held a hoof to the night table by her bedside to steady her. “This is not good,” she muttered.

Two hours later as the Sun rose, Twilight Sparkle walked into her old mentor’s throne room, an invited guest. Twilight had no idea just what the princess wanted with her at such an early hour. Whatever it was must be important. Celestia stood by the stained glass window that depicted the Elements of Harmony defeating Discord. The Draconequus had often spoke loudly about how that window was distasteful since he was reformed but the castle artisans had not decided on what to replace it with yet. Twilight approached Celestia and bowed. “You’re Highness.”

Celestia turned to her ex-pupil and smiled. “Twilight, there’s no need for that. You’ve gone above and beyond the call to stand at my and Luna’s side. A princess does not have to bow to a princess.”

Twilight blushed. “I know. It’s just a little hard to get used to that. Force of habit and all that.”

Celestia smiled again but it soon fell into a concerned frown. Her head turned back to the window. “Twilight, do you recall what you had to go through in order to defeat Discord?”

Twilight frowned as well, unsure of where she was going. “Discord tried to disrupt the elements by turning us into the opposite of the elements we represented, why?”

Celestia turned back from the window toward Twilight. “Discord’s purpose was once the spreading of chaos and disharmony. A creature like that is dangerous in its own right. Then there was Tirek who was consumed by greed. You and you’re friends have fought through many obstacles and villains and in some cases even been able to reform them.” Her face grew somber. “However, what is coming now will be a threat to all Equestria.”

Twilight gulped nervously. “Just what is coming, Celestia?”

Celestia placed a hoof on the smaller alicorn’s shoulder and looked into her eyes. “Apathy.”

Brainiac’s ship materialized just off the coast of a large metropolitan city. The ship had reformed partially submerged in the emerald ocean and as the hull began to slowly fill with water, the space ship began to sink. The water put out the fires that had started and stifled any further explosions. When the whole ship was under water, Brainiac sent a message to the ship to repair the hull and the water inside began to drain. When the inside was once again dry, many small nanobots began preparations to fix the damaged parts of the ship. Brainiac used the onboard factory to produce another shell and he placed it on the control seat. A tentacle flew out of the wall and embedded in the back of its head. Brainiac had downloaded himself into another vessel successfully.

“Navigation was lost during virus attack,” he narrated the dialogue of the ships’ damage. “Current location: unknown. Open visuals.” Screens appeared in midair around the control seat. Pictures of a large city on the coast where he was now submerged. “Civilization appears to be present. Perhaps a level two colonized world. Scanning for networks.” A moment passed as the ship hummed softly. After a minute the humming stopped and Brainiac continued. “No presence of modern or semi-modern technology.” The shell peered back at the pictures of the large city. “The data appears anachronistic. However, the world does appear to be over flowing with an unknown energy source.” One of the screens zoomed in on a street and showed a small horse with a growth on its forehead and a hard hat lifting a large cement block with a radiant aura. “Analyzing.”

The screen froze on the image and a green line passed through it, leaving behind a grid layout. The shell raised its hand and enlarged the picture of the aura. Elemental symbols and numbers scrolled down the screen. The shell put its hand back down and sat silently for a moment. “Analysis will take time. Many systems are offline and are impeding progress.” The picture shrank back until the horse was seen again. This time the camera panned back further to show the busy street. Horses of many different colors and varieties, some with horns and some with wings, crisscrossed the busy intersections. The shell stared for longer than necessary taking the odd sight in. Odd to some, maybe. But Brainiac was ancient, having seen creatures that spoke through sliding their appendages together or creatures that walked on one springy leg. “Inhabitants appear to be equine in nature. Some possess abilities while others do not. More study of this is needed.”

The shell waved its hand again and the screens changed to lines on black. The lines moving up and down as audio began to come in. First there was nothing but a garbling mass of voices. Brainiac waved his hand and silenced it. “Locate and isolate chatter on history of the world.” The screens complied, the voices coming in again but soon clicking off one after another. Finally only a few played on each screen. One sounded like a lecture at a university classroom. Another was a tour guide at a history museum. And another appeared to be an old male voice talking to its grandkids about better days. Brainiac sat and listened to it all.

Twilight had to sit down after hearing everything. She placed a hoof to her forehead in disbelief. “You’re sure something like… that is coming to Equestria?” she asked the princess.

“Almost positive, Twilight,” Celestia sighed. “The vision I saw was that of a being of pure apathy, born from steel and lightning. It will come to Equestria and drain this world of every resource available without mercy or regret. That is unless you can stop it.”

“Me?” Twilight responded hysterically. “Well, I suppose with the Elements new power we could-“

“I’m afraid that may be impossible, Twilight,” Celestia interrupted. “The Elements are certainly powerful and you and your friends’ new abilities are formidable. However, the danger we face may be immune to the Elements.”

“Immune?” Twilight asked dumbfounded. “How can it be immune?”

Celestia returned to the window with Discord and the six mares that were the Elements of Harmony. “Discord was not always an evil despot. Just as Tirek was not an evil tyrant. All living things are born with a moral compass. An innate sense of right and wrong. The Elements are powered by these strong feelings. That’s why the elements didn’t work when Discord reversed your traits. Not only were you in a state of disharmony but the true purpose of your task had been lost to you. You could not focus on the strong feelings that guided you before. Even then, the Elements worked because Discord was connected to them as well. In a way, the Elements combine the hearts of all living beings. You and your friends are merely the center of it.”

Twilight tried to take in everything her old teacher had said. “So, what does that mean? This new threat isn’t really alive?”

“In a manner of speaking,” Celestia paused and turned to Twilight once more. “Yes.”

Twilight slumped onto the ground and rubbed her cheek forlornly. This is insane. Just what was this new threat? Princess Celestia said it was a creature of steel and lightning. Was it magic? Maybe a golem? They were considered inanimate until activated. But then again there were some forms of golems that shared emotions with ponies. Creatures like timberwolves were made of sticks and logs and yet they still felt fear and hunger. Twilight rubbed her eyes.

“Then just what are we supposed to do?” she asked.

“The threat we face is grave to be sure,” Celestia replied. “But make no mistake. There is a way to combat it.”

Twilight lit up. “What is it?”

“It will take some time for the creature to gain strength in our world. Since we are mostly devoid of what it usually uses to survive. Thus it is the perfect time to strike.”

“You want,” Twilight stuttered as she contemplated what Celestia was saying. “You want to destroy it?”

Celestia’s expression softened and she leaned down to look at Twilight with sympathetic eyes. “There is a powerful banishment spell that is forbidden in most circles because it takes the recipient to a place where nopony can return from. Oblivion.” Twilight gulped at the thought of such a terrible place as nothingness. “It will take time for me to complete the spell and I must stay in Canterlot to concentrate enough to perform it. Please understand, Twilight, that there is no redemption possible here. This is a monster in every definition. No conscience or morality exists within its steely heart.”

Twilight frowned, unsure of what to make of her orders, but she ended up nodding in agreement. Celestia rose again and walked to another window that led outside, the red sun rising in the east beyond.

“You’ll be going east to Manehattan. That is where I believe it has landed. Take your friends and find it before it can be a legitimate threat. Even if you are unsuccessful just hold it off and I will come to aid you soon.” She turned to Twilight with a stern but hopeful expression. “I know this is a great burden I am placing on your shoulders, but I have confidence in you.”

Twilight nodded once more a little more resolutely this time. “How will I know it?”

Celestia recalled the vision and closed her eyes. She put a hoof to the window and began to draw a picture on the glass. Twilight came over to look. The image was a triangle with three small dots like nodes and only two lines connecting the high middle dot with the two lower ones. “This is its symbol.”

Twilight made a mental note and backed away, bowing once more. “I won’t fail you, Princess.”

The young purple alicorn turned to leave, as she walked away Celestia whispered, “I know you won’t. And I am so sorry to put this on you.” The doors to her throne room closed and Celestia sat by the window, alone in the dawn’s light.

The shell had not moved an inch since starting to listen to the various teachers, guides and old equines that were explaining the world’s history. Brainiac moved all relevant data into his system, creating backups as well. The information would be tantamount once sterilization of this world had commenced. The shell waved an arm and the screens stopped, returning to pictures of the nearby city. Brainiac recounted his findings.

“It appears that this is a world called Equestria. It is dominated by a species called ‘ponies.’ One breed is called ‘unicorn,’ one ‘pegasus,’ the other is classified as ‘earth pony.’ Due to the heavy use of ‘magic’ in this world, no technological improvements have been made. The world is ruled by two immortal religious idols thought to embody the sun and the moon. Many years ago the moon idol broke away from society and attempted a coup, resulting in her imprisonment using this world’s greatest weapon. The moon idol returned with a vengeance and was defeated swiftly with the same weapon. Said weapon then defeated the idol of chaos and a monster thought indestructible. Now the power of the weapon rests in the bodies of six ponies. This has been most useful.”

The shell stood from the control chair and floated down to the lower deck. “These six contain vast amounts of energy. This is vital to the repair of my ship and the destruction of this planet. I must acquire them.” The shell entered the factory floor area of the ship where many shells hung on racks and waited to be used. “However, the current lack of networks or interactive mainframes limits my abilities. The ship is damaged for now and will not be mobile for 148 hours at best approximation. I require these energy sources as soon as possible.”

The factory started moving again, the humanoid shells were moved aside as the machines hummed. A new metal shell in the shape of a pony exited the machine on a rack and was lowered to the floor. Its hooves were a metallic gray while its body shined with purple steel and green highlights. Its head was metallic as well, skeletal teeth showing. Brainiac’s symbol was inscribed in purple above its hollow lifeless eyes. A cord emerged from the wall and plugged into the new shell. The old shell slumped over as the pony shell stood straighter. It lifted its hoof and flexed it, testing out the dexterity. “Perfect.”

The shell walked a few paces before catching itself in the reflection of another hanging shell. It turned its head to the side quizzically, looking at itself for the first time. Brainiac recalled the plush, cute look to the ponies on this world of Equestria. He raised a hoof once more, this time to call for a tentacle cord to plug in to his back. The pony shell slumped and Brainiac returned to his humanoid shell. “Perhaps I am moving too fast,” he pondered aloud. “I do not have any equipment or back up capabilities here for the moment. This pony shell will only draw attention from the locals and hinder progress with chaotic results.” Brainiac stopped, continuing to ponder the situation. “There is another way.”

“Did you say Manehattan, darling?” Rarity asked as she threw another hat into her suitcase, the pile now jutting well out of the cases’ capacity.

“That’s right,” Twilight nodded firmly. “There’s a big threat that Equestria’s never faced before and we need to be on the next train out of- why are you already packing?”

Twilight had just walked in on her friend a few moments ago shouting about a mission. The purple alicorn hadn’t noticed till now that Rarity already seemed to be in the middle of preparing for a trip. Rarity smiled and winked. “Well it just so happens, dear, that I have business in Manehattan anyway. It’s Fashion Week!” The mare squealed at the mention.

Twilight sighed. “I’m glad you’re on board, Rarity. But we’ve got bigger problems to deal with than getting you to Fashion Week. This is a situation that will require all of us.”

Rarity humphed and closed her suitcase, somehow keeping all the hats in. “You don’t think I know, darling? Anypony that tries to threaten Equestria’s fashion center of the world is going to get a hoofful from me, that’s for sure. Just call on me when you need me.”

Twilight groaned. “We need to be searching together!”

“Well, why don’t you go ask Applejack to search with you?” Rarity asked. “I’m sure she’ll be happy to assist.”

-

“You know I’d do anything to protect Equestria, sugarcube,” Applejack replied. “But it’s FruitCon in Manehattan and I promised my cousins, the Oranges, that I’d help them with their sales. Not to mention it’d be some pretty good press if I handed out some Sweet Apple Acres samples to some of them high falutin’ socialite types. Might expand the business.”

Once again, Twilight had walked in on a friend already packing for the exact place she needed them to go. And they couldn’t help her at all. Twilight rubbed the bridge of her nose in exasperation. “You’ll at least be there when we need you, right?”

Applejack winked, like Rarity had before, and smiled. “You know it! Why don’t you ask Rainbow Dash for some help? She’d be pretty useful.”

“She would,” Twilight sighed. “But with the way today is going I wouldn’t be surprised if Rainbow Dash-“

-

“-cant help you,” Rainbow stated.

“Of course,” Twilight groaned slapping a hoof over her face. The cyan Pegasus had been packing like the others when Twilight dropped in.

“Don’t get me wrong,” Rainbow assured her. “You need me, I’m there. But this week is the Wonderbolts Charity Relay Race in Madison Mare Garden in Manehattan. As a reserve member I’ve got to be there.”

Twilight let out a loud moan and slumped in her chair.

Twilight looked up from her slumped position in the train. Two mares sat around her, the other three sitting on the other side of the aisle. Twilight turned to Fluttershy beside her.

“Thanks for helping me out, Fluttershy,” she smiled weakly.

“It’s no problem Twilight,” the yellow mare smiled back. “But I might be a little useless if we have to do anything scary like, um, face a monster.”

Perfect, Twilight thought, rolling her eyes. She turned her gaze to Pinkie. “And what about you?”

Pinkie giggled nervously. “Well, you know I’m always ready to help, Twilight. But…”

Twilight raised an eyebrow.

Pinkie pulled out a flyer from her poofy mane and shoved it in the alicorn’s face. “There’s going to be the biggest party ever in Madison Mare Garden after the race and I just wouldn’t be the premiere party planner of Ponyville if I didn’t go and, um, take notes?” Pinkie drifted off on the last few words, her excuses culminating in a wide apologetic smile. “But you’ve got me the entire time before that!”

Twilight placed her hoof under her chin and looked out the window at the scenery rushing by. “Swell,” she muttered.

Brainiac levitated himself to another floor of the ship. Inside was a large tube made of clear glass. The insides were filled with some green glowing liquid. The shell walked over to the tube and waved a hand before it, summoning some screens. The screens showed a diagram of a DNA strand with all its components categorized and numbered. Brainiac had used this station only a few times before, once in order to clone his most relentless enemy in an attempt to keep him occupied with a rival while Brainiac could sterilize and assimilate Earth. The plan had been a failure, the Kryptonian’s DNA being too erratic. However, a pony would be simple enough.

“I require subtlety,” Brainiac narrated to himself. “If I am to blend in then I must not be expected to perform any acts that I am not prepared for.” He scrolled through the data he had received from the audio and video feeds. The pegasi could fly and manipulate the weather, while the unicorns were expected to know magic. The earth ponies, however, simply had increased strength. “Strength is something I can accomplish as well as a certain amount of invulnerability.” He downloaded the environmental data of earth ponies into the incubation system. “This will be a form I take myself. It must be pure of any influence. This will not be a clone.” The image of an earth pony appeared on the screens and began to spin around slowly. Brainiac agreed with the picture and it disappeared, the tube beginning to bubble and hum. “This will be an organic being of my own makeup. Strong, yet still durable. A perfect vessel to go unnoticed.”

The liquid in the tube exploded with bubbles as a small fetus emerged from the bottom, trailing up from a long silicon umbilical cord. Brainiac returned his attention to the displays, they read four hours until complete maturation. Brainiac stood and waited.

After four hours on the train Twilight stretched her hooves. The rest of the group followed out of the station as well. They all gathered at the bus stop.

“Okay,” Twilight sighed. “I know you guys all have something you want to do. But just promise me that if I call on you you’ll answer. No matter the situation!”

“Obviously!” Rainbow was quick reply. She threw her hoof in the center of the group. “Friends forever, right?”

Rarity and Applejack smiled, placing their hooves in as well. Pinkie and Fluttershy followed suit. Twilight smirked at Rainbow Dash, letting out one last sigh. “Friends Forever,” she replied.

“Yeah!” they all cheered.

“Well, see you later,” Rainbow said quickly and flew off.

“Yeah, I’m late as it is,” Applejack added as she ran off on her own.

“Make sure to tell me if something goes wrong!” Rarity shouted from across the street, as she had already began to walk off.

Twlight turned to the two mares that stayed. A melancholy expression on her face. “I guess we better get started.”

Pinkie and Fluttershy nodded in agreement and the three walked off in a random direction, unsure of where to begin.

Brainiac watched as the timer reached zero. He returned his gaze to the pony floating in the green goo. It was fully matured, a stallion probably in its late teens or early twenties. He waved a hand and the tube began to open, the goo falling away and splashing onto the ground. The new organic pony shell lay on a metal table, covered in wet goo. Its coat was a light shade of lime green and its mane was a deep purple. Above the eyes was what appeared to be a purple birth mark on the forehead. The shell called for another tentacle cord to come from the wall, this one attaching to a small hole in the back of the organic shell’s neck. In a brief flash of life, the transfer was complete and the organic shell took its first few breaths. It opened its eyes revealing purple irises that matched its mane and birth mark. The eyes were wet and animate, but the light behind them was cold and lifeless. Brainiac raised a hoof to look at his new body. He felt the wet fur slide underneath his hooves down his leg. The organic shell instinctively squinted, trying to get a better look at the fibers of its hair.

“First run analysis,” the organic shell spoke, its voice soft and young yet the coldness of it giving it a masculine nature. “Motor functions are adequate. However visual receptors are less advanced than expected. Perhaps a side effect of the shortened procedure.”

Brainiac stepped from the metal table, taking his first steps as a living organism. He nearly toppled over his front legs but was able to quickly balance out before falling. “Secondary analysis,” he said gruffly. “I don’t like it.”

Brainiac frowned. An odd outburst. Never had he expressed something so ineloquently and unscientifically. “Perhaps the brain chemistry has not been equalized. I will document this further after the first trial run.”

Brainiac walked forward on his four legs and let the door to the lab slam shut behind him. He turned, surprised. He had not commanded the door to close. Perhaps it was the ship’s secondary program. The backup system held his entire personality and would kick in should this body fail, ensuring the intelligence would live on. Nodding at this, Brainiac walked down to the edge of the ship. An airlock opened and he entered a small area covered in metal. The door closed behind him and the area he was in jettisoned off of the ship beginning its ascent to the bay above. It breached the surface and began to float toward the shoreline. Once it touched down on sand the hatch opened up once more, Brainiac stepping onto the granulated surface.

He felt the sensation beneath his hooves and expressionlessly began to twist his hooves into the sand to feel it more. After a few minutes of doing this Brainiac looked up sharply, surprised once more at his behavior. Surely he was just experimenting with this new body. It was only logical to be curious. It wasn’t like he liked the feeling. He turned to the city’s skyline, its silhouette against the night’s moon. He had landed about a mile from the city proper. A good chance to stretch his new legs. He began to walk through the sand, his objective coming to the forefront of his mind. “Find the Elements. Subdue. Then bring them back to the ship.” Brainiac felt the sand move beneath his hooves as he walked and his stiff lip curled unconsciously into a grin.

The Wheels On The Bus

Twilight sipped from her cup of coffee in the lobby of the hotel the mares were sharing. Applejack and Rarity hadn’t come back until pretty late and Rainbow had already explained that she was crashing with the Wonderbolts for the night. Twilight rubbed her eyes as she sat alone in the morning sun. “Well last night was pointless,” she mumbled to herself. “We were barely able to talk to anyone before it got too dark and then Fluttershy got too scared to search.”

“It’s not all bad.” Twilight shot up in her seat as Pinkie suddenly appeared in the chair beside her. The pink mare seemed completely calm, unlike most times, and her hair wasn’t quite as poofy. “At least we got the entire day today.”

Twilight raised a curious eyebrow at the quieter than normal mare. “Pinkie, are you alright?”

Pinkie brought forth a steaming mug from under the table and sniffed it. “I haven’t had my coffee yet, Twilight.” She shot the alicorn a glare. “Everypony needs their coffee in the morning.”

Twilight gulped and continued to sip her own cup, returning her attention to the beautiful veranda outside the lobby they sat.

After a moment passed and Pinkie downed her coffee in a strangely fluent single gulp, the pink mare’s hair reinflated and a broad smile shot across her face. This explains so much and yet so little, Twilight thought.

“So what’s the plan today, Fearless Leader?!” Pinkie asked cheerfully.

Twilight grinned. “Well, you were right that last night wasn’t a total loss. I’d heard somepony talking about some strange phenomena that happened just about a day before we arrived. Unfortunately I couldn’t get any details before Fluttershy freaked out when that streetlight above us burned out. I say we start asking anypony about what strange things might have occurred two days ago. It’s not big but it’s a lead. Maybe we could split up and cover more ground.”

“Okie Dokie Lokie!” Pinkie answered with a salute. “I’ll go see if anyone at FruitCon knows anything!” Pinkie licked her lips hungrily before dashing off in a cloud of pink smoke.

Twilight groaned. “Just make sure to actually investigate!” Of course her flippant friend would run off to someplace fun during such an important mission. Twilight rolled her eyes and shrugged. At least Pinkie was actively helping while Applejack was at FruitCon just to get some publicity.

“Morning Twilight,” Fluttershy muttered as she joined her friend at the table. The yellow Pegasus rubbed her front hooves together nervously. “Um, sorry about freaking out last night. I… just wasn’t expecting the city to get so dark all of a sudden.”

Twilight sighed but gave her friend a smile. “It’s no problem. I was just telling Pinkie that we need to split up and start asking ponies about anything strange that might have occurred two days ago.”

Fluttershy frowned. “Strange? Like what?”

“Oh, you know, black holes in the sky. Monsters in the sewer. It’s probably got something to do with metal so maybe a metal timberwolf?” Twilight waved a hoof as listed.

“Metal… timberwolf…” Fluttershy’s face flushed as she thought of how much sharper a metal timberwolf would be. “Um, are you sure we have to split up?”

Twilight planted her hoof to her face and sighed in frustration.

Brainiac began to log an entry into his databank as he entered the city proper. ‘First day initial report: No immediate sight of the Elements.’ He waited for the standard ping or woosh that would indicate that the report had been logged by his memory core. None came.

“Foolish,” he chided himself. “I must remember that this is an organic body. There is no network to use yet and so I am disconnected from my ship. This unit is… on its own.”

The emotionless stallion stopped in the middle of the sidewalk, the thought finally sinking in. Many city dwellers and morning joggers passed by him, some giving him dirty looks though he didn’t seem to notice.

“On its own. No sensory scans. No audio feedbacks.” He squinted his new organic eyes, trying to look through a cement structure but it was for naught. “This… was ill conceived.”

Brainiac simply couldn’t comprehend it. It was illogical for Brainiac to have a bad idea. Everything he had ever done was calculated to perfect timing. Variables held no mystery to the ancient intelligence. He could predict any outcome. Yet Kal-El, Superman, had outwitted and even defeated him more times than within a possible range. Could something have truly changed about the A. I. after their last encounter? Brainiac maneuvered his body to turn around, deciding that for the betterment of the mission it would be wise to return to the ship. However, as he turned he smashed into a mass of pink fur going the other way and both toppled over onto their hindquarters.

The bright pink mare rubbed her sore nose, “Owie Zowie,” she mumbled. Brainiac remained on his back, his expressionless face unwavering. He scanned the mare with his eyes. She appeared to share a striking resemblance with the pony that the Equestrians called the “Element of Laughter,” one Pinkamena Diane Pie. However, it was highly improbable that he would encounter one of his targets so soon.

The mare stood up, rubbing her nose, “Sorry about that. My name’s Pinkie Pie,” the pink mare stated and held up a helping hoof. “What’s yours?”

Brainiac frowned as his organic shell struggled to run the numbers with its slow fleshy brain. He approximated the total population of Equestria to be well over a million ponies. Adding in the factors that his info placed the Elements somewhere in Middle Equestria in a town called Ponyville and he was clearly in a metropolitan city by the sea, the probability of running into this individual was quite astronomical. But not impossible, so the intelligence let it slide.

He laid on the ground staring at the hoof held out before him with a blank expression. Pinkie furrowed her brow and leaned in close so she was whispering in his ear. “You better start moving. I don’t think everypony likes us hanging out on the sidewalk.”

Brainiac shot a glance around him. The traffic of the sidewalk had indeed become busier. Passing pedestrians were glaring at the two as they pushed their way around them. He was drawing too much attention to himself.

Brainiac took Pinkie’s hoof and lifted himself from the ground. His eyes still held no expression but the mare merely smiled brightly and giggled. “What is it you are laughing at?” Brainiac asked.

“Oh nothing,” Pinkie waved a dismissive hoof. “You just remind me of somepony. So are you going to tell me your name or am I going to have to tickle it out of you?” The mare lunged back her hooves and then drew forward placing them under Brainiac’s chest. She began to wiggle her hooves while Brainiac stared in confusion. Suddenly a tight feeling reached his stomach and lower region. His lips pulled back against his will in a smirk and they began to quiver. His eyelids trembled as well, trying to keep their half lidded expression. It all fell away as Brainiac’s mouth opened wide and he began to laugh uncontrollably while his eyes screwed shut, tears beginning to form at the sides. He struggled to free the mare’s hooves from him but the tightness did not let up and sapped him of strength.

Pinkie continued her tickle attack until it was clear that they were disrupting traffic again. A brown pony in a blue uniform walked up to the two ponies rolling around on the sidewalk and tapped a hoof impatiently.

Pinkie shot back up and smiled apologetically, “Sorry about that officer. We’ll be going now.” Brainiac continued to roll around on the ground laughing and gasping for air, drawing even more attention to himself until Pinkie grabbed the stallion’s hoof and pulled him away. She gave the officer a salute and a smile before ducking around the corner.

Brainiac was still chuckling and trying to breathe when Pinkie sat him down on a bus stop. “Woah, sorry about all that,” she said rubbing the back of her head. “I can’t get in trouble before I meet with Applejack at FruitCon.” Brainiac still seemed to be a little out of it as he continued to giggle and hold his sides. “Anyway, I guess I’ll see you around!” Pinkie dashed away at top speed leaving the green stallion alone giggling to himself.

After another minute Brainiac finally took a deep breath and stopped laughing. His ears perked up and his eyes shot open as he realized what had just happened. He had the target in his sights. With his increased strength he could have easily overpowered her and dragged her back to the ship. Perhaps even use her as leverage against the other Elements should the need arise. Instead the target tickled him into submission. This was a disgraceful first test run of the new shell. Perhaps he should have waited longer for it to mature so that the nerve endings weren’t as vulnerable. Tickling was an extreme sensation that he had not dealt with before. He shuddered as he remembered how helpless he was to the tickles.

“This is further proof that I should return to the ship,” he stated aloud. As he stood to leave he glanced at his surroundings. Despite the intelligence’s vast memory, he didn’t recall just where he was now. A thought occurred. Had this been the mare’s plan all along? Did the Elements suspect something already? Magic was a new variable Brainiac had to deal with, but a variable none the less. Perhaps they had seen of his coming and prepared. If this was true then he was on borrowed time. He needed to find and incapacitate the Elements if he ever wished to sterilize and leave this world for good.

“The mare designated as Pinkie Pie said she was going to FruitCon. I must acquire the address of this event.” He said all this aloud as an old gray mare with a white mane and brown handbag sat beside him. Brainiac caught her staring and turned, his expression still unreadable. “You. Octogenarian. Where is this FruitCon?”

The old gray mare scoffed and stood up to face him. “Nopony calls me an octopus!” She slammed her handbag into his head which collided hard and propelled Brainiac into a poster plastered on the back of the bus stop. She walked off in a humph as Brainiac pried his smashed face from the poster.

“Octogenarian,” he mumbled with stars in his eyes. “Means person of eighty or older.” Brainiac shook his head to free the stars and found himself facing the poster he had collided with. Along with the newest addition of the imprint of his face, the words “FRUITCON” were plastered on it in bright red and gold letters on a blue background. Below the words were an address and time as well as the instruction: third stop from this station.

Finally he was getting somewhere. Brainiac turned as he watched the bus pull up. It was a two decker carriage about forty feet long pulled by two enormous stallions. Ponies were packed onto the top and bottom some even standing on hind legs to fit in. Brainiac approached the bus and stepped aboard, squishing himself in.

“Ahem,” one of the horses pulling the bus coughed at Brainiac as he pointed to a small tin box with a coin slot just to the right of the bus door. Payment. Of course. Brainiac stood, blankly staring at the box before someponies began to complain. “Get a move on!” “You ain’t got money then get out!”

“Here, darling,” a nice feminine voice came from behind him. “He can have one of mine.” A white hoof emerged from the throng on the bus and placed a bit in the box. The drivers let out a satisfied humph as they began to move once more. The white hoof squeezed past the others in the bus until a white unicorn mare with a brilliantly groomed purple mane. She smiled at Brainiac and raised a melodramatic hoof to her head. “I know how dreadful it can be to ride the public transit but it’s simply too hard for a pony to get a taxi with all these events in town.” She put a hoof on his shoulder. “And no need to thank me dear, generosity is kind of my thing.”

Brainiac’s expression did not change. This made the white mare purse her lips and furrow her brow. “Oh,” she widened her eyes. “How silly of me to not introduce myself. I’m Rarity.” She extended a hoof in greeting.

Brainiac did not show any new expression but his mind raced. This was the Element of Generosity. Again within the span of an hour he had met two of his targets. This could not be a coincidence. The Elements could only be present in this city for one reason, to find him. He silently thanked himself for not going with the metal shell.

Rarity held out her hoof for a long time until the bus stopped once more and a few ponies drifted off while a few came on. Brainiac stood still, staring at her the entire time. “Yes…” she said awkwardly as she lowered her hoof. “Well, it was nice talking to you… maybe…” She turned her head to focus on something else.

This was his chance. Brainiac could attack the pony now, subdue the bus goers and whatever else might come against him. While this mare was a unicorn she was completely defenseless now in this cramped vehicle. However logic ruled out in the end. It was too rash a move to act here. Who knew just what Elements might be lying in wait, just waiting for a slip up. He moved now and he might reveal himself. It was at a time like this that he wished he was still connected to the ship, he could just monitor the city from there and find them in a nanosecond. It would be best to act as normal as possible in this situation.

“Miss Rarity,” Brainiac said with a monotone. The white unicorn turned back to him, surprised he was finally talking. “I believe that I must thank you for your contribution to my transportation.”

Rarity smirked a little as she tried to decode just what the pony had said but then laughed. “Oh, darling, I told you you didn’t need to thank me. Though that’s quite kind of you.” Rarity took a step back as she took her first full look at the stallion. “You know,” she rubbed her chin thoughtfully. “You have a perfect figure. In fact, you’re pale fur and deep colored mane give you a rather unique look.” She blushed as she realized what she said. “I’m sorry. I don’t mean to be so forward.”

“That is alright,” Brainiac replied. “This shell is based off of both male and female body proportions as to match my genderless nature.” Completely unaware of the ludicrous things he just said.

Rarity didn’t seem to notice his little slip as the bus stopped once more. “Ah, that’s my stop!” she called. She proceeded out the door stopping on the last step to turn back to Brainiac. “You know you really could be a model with that look.” She grabbed a business card from her saddlebag and handed it to him. “I have a friend in the fashion industry who’d love to meet you.”

Brainiac accepted the card without a word and waved mechanically as Rarity left his sight. Brainiac looked back to the card and then back to himself. He had no place to put it. This card might help him find the Element of Generosity again, he needed to keep it safe. He patted himself down looking for any kind of pocket or pouch he knew not to be there. Finally it dawned on him. He was a 12th level intellect, of course he would be able to memorize a card. He read it one more time and logged the memory away before crumpling up the card and tossing it out the window.

“Hey!” a gruff big boned blue pony shouted as he pushed his way to his position. “You can’t just litter in the city!” He moved forward until he was inches from Brainiac’s face. The green pony did not change his dull expression as the gruff blue pony shot him a death glare.

“My apologies,” Brainiac said. “I was not aware this was an illicit act.”

“You callin’ me illiterate!” the pony replied. A moment passed and Brainiac was tossed from the window of the bus only to land head first into a streetlamp. The lamp made a gong sound as he slowly slid to the bottom. Brainiac grabbed his aching face and began to roll on the ground cursing in ancient alien dialects. When he opened his eyes, all was fuzzy until a banner across the street came into focus. Plastered across the gates of a giant park were the words FruitCon.

Brainiac let out a sigh of relief. He made it to his next objective. Pinkie Pie had said she would be meeting Applejack, the Element of Honesty and another earth pony, here. With luck and some skill he would be able to subdue and capture them both stealthily in such a place as this. He walked across the street to enter the park and widened his expressionless eyes. All along the pathways of the park, vendors and stalls had been set up. The perfect place for a silent abduction had just become the largest gathering of ponies he’d seen yet. He let out another sigh and began to unconsciously pout his lips.

Try Our Free Samples

Twilight and Fluttershy walked down the same street they had the night before, Twilight hoping to find the information she had not gotten previously. “You sure you’re not going to be scared this time, Fluttershy?” she asked.

“I know I’m not the bravest pony, Twilight,” Fluttershy huffed, “but I’m not a scaredy cat.” A loud crash could be heard from up ahead and Fluttershy jumped in the air with a gasp before huddling on the ground with her hooves over her head.

Twilight rolled her eyes as she proceeded towards the source of the noise. A blue stallion stood on the sidewalk looking up at a second story window where a green yellow mare was dumping pieces of furniture from. The stallion threw his hooves up exasperatedly as he talked to the hysterical mare. “Baby, I’m sorry! I can change!”

The mare stuck her head out and yelled back, “This is the third time, Tony! Three strikes and you’re out!”

“How can it be three?” he asked back.

“That pink floozy in San Franciscolt! Don’t think I didn’t know about her!” she shot back dropping an ataman.

The blue stallion dodged it as it fell and crashed before him. “That was a business meeting! I don’t even know Frisky!”

The yellow mare stuck the entire front half of her body out the window. “If you don’t know her then why do you know her name!?” The blue stallion pursed his lips and swore at himself for his slip.

The yellow mare continued to toss furniture as Twilight approached the stallion. “Excuse me?” she asked politely with an apologetic smile. “Do you have a moment?”

The yellow mare stuck her head out again. “Who’s that? Another girl on the side?” she asked angrily.

The blue stallion shrugged his shoulders defensively, yelling up to the mare. “I don’t even know her!”

“Wait, is that a princess?” the yellow mare asked leaning even further out the window.

“Uh, yes,” Twilight responded nervously to the mare above. “Good morning! I’m Princess Twilight Sparkle and I just wanted to ask your husband here-”

“He is not my husband!” she shot back. “He’s a four-timing bastard!”

“So it’s four now?” the blue stallion asked throwing his hooves in the air again.

The yellow mare stared down at Twilight until the blue stallion did as well. “Woah, hey!” he responded defensively.

“Oh, sweet Celestia, no!” Twilight responded. “He and I aren’t like that! I swear I don’t even know him!”

“Then why you gotta talk to him?” the yellow mare asked.

The blue stallion chuckled. “Damn, she’s good at pointing out inconsistencies. Probably why I married her.”

“Aw,” the yellow mare replied with a soft look. Then she immediately frowned and through a glass at him.

The blue stallion dodged. “Woah, hey, what’s with that!?”

“Stop making me forget why I’m mad at you!”

“Can we please just focus for a minute!?” Twilight shouted exasperatedly, a small bubble of magic catching the mare’s next thrown glass. The yellow mare took notice and stopped her actions, placing her hoof to her cheek while she leaned out the window. The blue stallion turned to face Twilight. “Thank you.”

“So what do you want with this bozo?” the mare asked.

Twilight took a breath and turned to the stallion. “I was walking by here last night and you were talking to a friend about something weird that happened about a day ago. Could you tell me what that was?”

The stallion scratched his chin in thought, trying to recall. “Oh, yeah. That thing about the big explosion in the bay. About a day or two ago my pal, Vin, tells me about how he was working by the docks and his ship nearly got tipped over by what he calls a ‘water displacement.’ Apparently something big landed in the bay a little down the coast line and caused a big wave. Only a few ships in the dock got affected though. Yeah, I was telling Vero- I mean… Tammy about that last night.”

“You’re friend with the green coat?” Twilight replied.

“Green coat!” the yellow mare shot back. “That floozy you saw last night was sky blue! Did you see another mare that same night!?”

“Baby, please!”

“That’s it!” The throwing began again.

Twilight sighed and returned to her friend’s side. “So we got some new information.”

“That’s good,” Fluttershy replied. A loud crash came from behind the two as they walked away. Fluttershy tried to turn to look but Twilight grabbed her friend’s hoof and sped them away.

“Trust me, do not get involved.”

Applejack sat at her cousins’ booth in the Manehattan Central Park. The usually idyllic scenery and walkways now filled to the brim with shoppers and food stalls. Applejack could smell the succulent fragrances wafting through the breeze. The smell of cooked and spiced apples made her mouth water. Her stomach gave a rumble in concert with her hunger.

It had been about two hours since her aunt had left to sign on some deal with a catering company. An older pony having come around earlier, blown away by the taste of the Orange family’s oranges and simply needed to sign an exclusive sales deal. The Oranges were not really farmers in the rustic sense. The family actually owned several groves in the San Hornando Valley and hired out workers to till the land and pick the oranges. Whatever they were doing the Oranges were doing it well since Applejack’s cousins seemed to be in the money. Despite their financial differences Applejack held no ill will toward her cousins.

In fact she was a little surprised when they asked for her help during FruitCon, considering she hadn’t really talked to them or visited in years. Aunty Orange had sent a letter nearly two weeks explaining that her daughter, Valencia, had taken a six month trip to Prance and she was short on help for the event. “All I need is someone to help for one day,” her letter said. “I know you would be up to the task, Applejack. P.S. Feel free to bring a bushel or two of Sweet Apple Acre’s Apples and pass them out, you might get some investors.” Applejack agreed immediately. This was the perfect opportunity for the Apple family to get ahead.

Applejack rubbed her stomach in hunger as she longed just for a bite of the candied apples that the vendor across the walk was selling. Suddenly her vision was full of pink. “What’s up, AJ?” Pinkie shouted as she seemed to pop out of thin air on the other side of her booth.

“Pinkie!” Applejack shouted surprised, losing her balance in her seat and falling backward. She rubbed her head from the ground and stared up at the excited pink pony. “What in tarnation are you doing here? Aren’t you supposed to be with Twilight searching the city?”

“Twilight said we should split up,” Pinkie said through a mouthful of fruit kebab. She held out the platter to AJ. “Want some?”

Applejack’s stomach growled. “Yes, desperately,” she sighed, taking a kebab and gobbling it down. When the whole thing was gone Applejack sighed in relief only to hear her stomach growl once more. “Tarnation,” she breathed.

Pinkie smiled as she hopped the counter. “You know, if you’re still really hungry then I can watch this place for you.”

Applejack smiled. “I appreciate the offer and the snack Pinkie but I made a promise to Aunty that I’d stay right here.” She motioned to two bushels of apples in the corner. “Plus once were finished sellin’ the oranges, Aunty says I can start selling some Sweet Apple Acres produce.”

Pinkie eyed the bushels hungrily. “Mmm. They look good enough to eat.”

Applejack slapped her friends travelling hoof away. “Now you lay off those until later.” Pinkie gave her a big eyed pout and Applejack felt her will crumble. “Fine, you can have two.” Pinkie smiled broadly and jumped in place while Applejack opened the bushel and produced two juicy red apples. Pinkie took one immediately and gobbled it down, a satisfied sigh escaping her lips.

“Delicious!” she declared. Applejack smiled then frowned, hearing her stomach rumble for the loudest time yet. She glanced at the other vendors and bit her lip in frustration.

“Alright, Pinkie,” Applejack sighed. “You can watch the booth for a minute while I go get something to eat. But no more apples!”

Pinkie raised a hoof in salute. “Aye aye, Captain Jack!” Applejack rolled her eyes as she hopped the counter and walked down the paved road. Pinkie sat patiently still behind the counter.

Brainiac raised his head over a hillside finally putting the pink mare in his sights. “Located Target,” he declared to no one. Ponies passed the lime green stallion as he lay on his belly peeking just above the grassy hill. He looked like a filly playing ‘spy.’ “Objective: Capture and Contain.”

He slid from his position, and stalked the booth that the pink mare was currently manning. He moved closer, low to the ground until he was right below the counter, out of the mare’s line of sight. Brainiac prepared himself to pounce on the mare, readying a hoof to deal a concussive blow that would incapacitate her. He would then escort her out in one of the empty bushels behind the counter, back to the ship. The perfect plan. He tensed his muscles.

“Hiya!” a feminine voice appeared directly in front of him. Brainiac turned his attention to the mass of pink fur in front of him and then back to behind the counter. The mare seemed to have instantly teleported. That ability was not in the information scan. “Hey, you’re that pony from before.”

Brainiac felt his plan crashing around him. Not only had he been spotted, compromising the mission, but the mare called Pinkie Pie appeared to possess powers beyond that of his initial profile. Time to retreat again.

Brainiac raised himself and tried to trot off but the mare caught him by the tail, her strength surprisingly large considering Brainiac’s own increased strength. “Where you going?” she asked. “We just met again and I don’t even know your name! I refuse to meet a pony twice and not know their name.”

Pinkie proceeded to sit on Brainiac’s tale, holding him in place. Brainiac struggled in futility but finally ended up sitting next to the mare. He was caught. Trapped. He could fight his way out but that would draw too much unwanted attention. He needed to do something that would keep his cover. The pink mare wanted to know his name. Perhaps he should give it to her. “It is Brain… y.”

“Brainy?” Pinkie asked raising an eyebrow. Brainiac did not give an expression of worry but he could still feel perspiration on his forehead as he waited for the mare to respond. “That’s a wonderful name!”

Pinkie smiled broadly wrapping a hoof around Brainiac’s shoulder and drawing him in close for a hug. “It’s great to officially meet you, Brainy! I hope we become best friends!”

Brainiac squirmed in the mare’s embrace, a flush of red coming to his cheeks unconsciously. He darted his eyes to the side, trying to look anywhere but the mare. “Then will you release yourself from my extremities?” he asked in monotone.

Pinkie’s eyes shot open as she realized that she was still sitting on her new friend’s tail. “Oops, sorry.” She stood up and so did Brainiac. He patted the dirt from his coat before turning to leave. “Wait, you’re leaving already?”

Brainiac stopped, unsure of how to respond. “We have concluded our conversation, correct? There is no other logical meaning to our continued dialogue.”

Pinkie frowned and pouted her lip out, hoping that would convince the stallion to stay. Brainiac did not respond. However a loud groan echoed from his stomach. Brainiac looked down at himself, raising a curious eyebrow. Pinkie grinned. “Looks like you’re hungry,” she cooed. Her eyes popped open as she ducked beneath the counter. “Hold on!” she brought a shiny red apple back up and handed it to him. “Here. You can have it. Best apples in Equestria!”

Brainiac simply eyes the apple. He lifted it a little in his hoof to weigh it and even squeezed it a little to measure its density. After completing these standard tests a little part of him in the back of his mind asked himself, “now what?” His stomach rumbled again as his mouth began to water. That’s right. Organic beings need to consume sustenance. Such an outdated way of creating energy. Brainiac grimaced as he lifted the apple to his lips and slowly bit into it.

An explosion of sensation hit the sentience. His eyes widened as he chewed the first bite, releasing a burst of juice that seemed to overwhelm his new senses. He gulped it down, savoring the feeling. Brainiac eyed the apple in his hoof hungrily and dug in, devouring the whole fruit. His pupils widened with delight as the edges of his mouth curled unconsciously into a smile. He fell backward onto his flank and simply stared off into space.

Pinkie waved a hoof in front of him, unresponsive. “Wow. Never seen a pony react like that before.”

His pupils undilated and Brainiac was back in control of his faculties. He felt the sides of his face stretched into some awkward expression and tried to pull them down to no avail. He gave Pinkie an odd look as his eyes were half lidded and his mouth seemed stuck in the rictus of a smile. “What poison did you give me to accomplish this?” he asked through a wide grin.

“No poison, silly!” the pink mare replied. “Just good old fashioned Sweet Apples!” Pinkie returned to behind the counter and grabbed a tray of neatly arranged orange slices. She popped one in her mouth, smiling broadly as she chewed. “Mmm, if you think that’s good you should check this out too.” She offered the tray to him.

Brainiac’s smile finally started to fade as his dour expression returned. This time he raised an eyebrow at Pinkie skeptically. “Do you take me for a fool?” he asked. “I will not subject myself to another sordid attempt at-” A loud grumble overtook his words as Brainiac keeled over, grasping his stomach in pain. It continued to growl as the mare stared at the writhing stallion on the ground.

“Sounds like somepony’s hungry,” Pinkie sang as she continued to gnaw on the orange slices.

Brainiac glared at her as he gripped his gut. True, he had not ingested anything in the close to twenty four hours of his birth. He had invulnerability but that meant nothing against an empty stomach. A slightly annoyed expression crossed his features as he struggled to his feet, eyeing the mare. “If I partake of these citrus fruits,” he groaned. “Will this deficiency be rectified?”

Pinkie contemplated his overly complicated phrasing before answering. “It depends how hungry you are.”

Brainiac writhed once more as a growl emitted from his stomach. He grabbed all the oranges on the tray and gulped them down. His eyes dilated once again as a sense of euphoria rushed through him, but it was short lived. Another growl sounded and Brainiac grimaced.

“Geezie Louisie,” Pinkie sighed. “You’re really hungry aren’t you, Brainy?” She tapped a hoof on the counter while scratching her chin with the other one. Suddenly she pounced up on the counter before shoving her face into the green stallion. “Would you watch this booth for me? I’ll be right back!”

In a flash the two had switched places. Brainiac standing inside the booth while Pinkie Pie stood on the other end of the counter. “Just stay and hand out free samples to anypony that comes,” Pinkie directed. “And no eating the merchandise!” Pinkie disappeared in another flash as her pink mane faded into the distant crowd. Brainiac sat silently behind the counter, trying to figure out what just occurred.

“I came here to acquire the mare and yet she has tasked me with an assignment instead,” he narrated to himself. “This is a pointless endeavor. I must return to the ship and simply await analysis of this world’s energy source. I was far too hasty with this foolish body.” Suddenly a young white filly with a pink mane and striped bow raised her hooves to the counter.

“Excuse me,” the filly said sweetly. “Do you have any samples?”

Brainiac looked the filly over with a dead eyed gaze, her innocent smile only wavering slightly. Brainiac blinked menacingly. “There is no samples,” he said in a threatening monotone. “Leave now.” The filly’s eyes grew large as they began to fill with tears. She sat down as she began to cry. Other ponies began to notice. “Why are you crying?” Brainiac asked.

“You sound scary!” the filly cried. “Like a robot!”

Brainiac felt his blood run cold as he turned to look at the sea of ponies that had begun to notice him and the filly. He had to do something to avoid this attention. He looked around the booth and found two big bushels of the apples he had had before. They had restricted his mouth in that smile, perhaps they would stop the incessant whining. He grabbed an apple and shoved it into the filly’s open mouth, her crying immediately stopping. “There is your sample, child. Proceed on your way.”

The filly’s eyes turned angry before taking a bite of the apple and softening immensely. A large smile crossed her face and she continued to chow down as she left the counter. “Thanks, mister robot!”

“I am not a robot!” Brainiac shot back before lowering his head behind the counter to avoid the stares he got.

A minute passed and another filly appeared at the counter. This one was a Pegasus filly with a light yellow coat. The previous filly accompanied her. “Can I get a sample?” she asked. Brainiac frowned, knowing he was powerless to these children’s cries. He grabbed another apple and hoofed it over. “Thanks!” the Pegasus responded, taking a bite and moaning in pleasure. “See I told you,” the other filly stated as the two walked away.

The same thing occurred a minute later, the fillies having increased by two. Then four. Then eight. Pretty soon Brainiac was surrounded by children clawing at the counter for apples. Brainiac worked frantically to hand them out finally just indulging them by throwing the last of the contents of the bushel into the crowd like a bunch of bird seed. The small crowd grabbed all the apples they could and scattered, revealing a very orange, very irate looking pony in a Stetson hat.

“What in tarnation is going on here!?” Applejack shouted, throwing an accusing hoof at the stallion. “And who the hay are you? Where’s Pinkie Pie?”

A pink blur appeared as Pinkie rushed to the counter, setting down a giant cake. “Happy New Friends Day, Brainy! You would not believe how hard it was to find an oven in this… convention… center…” she trailed off as she noticed Applejack’s angry expression. Pinkie giggled with an apologetic frown. “AJ, have you met Brainy?”

Applejack walked forward, slinging herself over the booth counter. “You mean the stallion that gave away my apples?” She eyed the bushel that he had emptied. “That’s an entire bushel gone!”

Pinkie looked at the bushels and shot Brainy a frowny face. “I told you to hand out the samples!” She threw her hooves in the air. “Not apples!”

“To be fair,” Brainiac posited with a blank expression. “You left the meaning quite open.”

Applejack furrowed her brow in frustration. “Just how am I gonna explain this Aunty? There’s still plenty of orange samples left and I’ve already lost over half my own.”

Pinkie looked down dejectedly. Brainiac did not respond in any way, but a small hint of a strange emotion crossed his face. Was he feeling… remorse? No, that was impossible. Brainiac was logic. Even in this fleshy body he was logic incarnate. The sound of a hoof tapped against the counter making everypony turn. An older mare with pink neon hair and a gorgeous white coat with a silky scarf and pearl necklace stood at the booth.

“Excuse me,” she said. “But my daughter said you had the best apples she’d ever had here. I was wondering if I could try as well.”

Applejack stood a little straighter, trying to put on a professional attitude. “Uh, yes, of course, ma’am.” Applejack gave the mare an apple. “Best apples in Equestria.”

The older mare bit into the juicy fruit and instantly let out a moan of pleasure. “These are simply divine!” she complimented.

Applejack blushed slightly and tilted her hat. “Uh, thank you, ma’am.”

“You grow these yourself?” she asked.

“No, ma’am,” Applejack shook her head and smiled broadly. “What you got there is top notch Sweet Apple Acres Brand Apples, straight from the Apple family!”

“Sweet Apple Acres,” the high profile mare mused. “I’ll have to remember that name next time I plan a luncheon. Do you do catering?”

Applejack’s smile broadened. “No, but we do supply for several caterers across Equestria.” She reached into a saddle bag she had left on the side of the booth. “Here’s a list of our partners. Please just ask for Sweet Apple Acres Apples when you call on them.”

The mare smiled, impressed by the young mare’s professional attitude. She took the list happily. “I’ll do just that.” Then she walked off.

Applejack slumped into a lower posture as she found her anger again. “Where was I? Oh yeah! Pinkie how could you just give Aunty’s booth to somepony you don’t even know!?”

“His name is Brainy!” Pinkie replied. “And it seems to me like he got you a valuable future customer.”

“That’s not the point-“

“Plus,” the pink mare interrupted. “You seemed pretty ready for that lady. You were gonna give out the apples eventually!”

Applejack sighed in defeat. Her friend was absolutely right. Still, her honor told her she should have waited until her Aunt’s wears were gone first. “I guess I owe you an apology, Pinkie and… uh?”

Brainiac tried to respond but found a pink hoof wrapped tightly around his neck constricting his airway. He began to turn blue as Pinkie held him close. “Brainy! He’s my new bestest buddy!” She gave the green stallion a playful noogie, still unaware that she was cutting off his breathing.

Applejack snickered and pried Pinkie from her new friend. Brainy took a deep breath of relief before returning to his expressionless face. Applejack was impressed by how the stallion could take Pinkie’s… style of friendship. “Well, it’s a pleasure to meet you, Brainy!” She lifted a hoof to him in greeting as Brainy simply stared.

Brainiac felt his mind race. Once again he was in the perfect position to take down a target and yet something inside him was telling him to stop. Frankly he was growing impatient with his own incompetence, a feeling he did not like to have. He decided to simply play along for now. “Hello,” he replied flatly with a small hoof bump.

“Better prepare yourselves guys,” Pinkie smiled devilishly.

“Why’s that, Pinkie?” Applejack asked.

Pinkie pointed to a mob of ponies converging on the booth. “Cause I think the popular word spread a little faster than we thought.” Pinkie hopped behind the booth as the first of the hungry customers came up.

The various ponies were in rich dress and coiffure, all apparently from wealth. Stallions and mares alike asked about the Sweet Apple Acres Apples. Soon it became too hard for Applejack and Pinkie to keep up. “What are you waiting for, Brainy?” Applejack said as she threw Brainy a tray. “Get out there and give out some samples.”

Brainiac caught the tray deftly, though he had no idea why. Was he seriously going to help these ponies? He saw no logic in it. This had all gone a little too far off track. He needed to regroup. The ship should have finished its analysis by now. He could come up with a strategy from there. As the two mares were distracted handing out fruit, Brainiac slipped out of the booth the back way, the tray still in his hooves. With a final check to his surroundings he began to move silently away. A loud voice caught him off guard.

“Hey! They’re bringing out more samples!” a male voice shouted as a wave of connoisseurs overwhelmed Brainiac, surrounding him. By the time the crowd died down Brainiac lay with his back on the ground, slightly trampled but fine. The tray was still held upright in his hoof with two apples left.

“Oh my gosh!” Applejack shouted as she jumped the booth counter. She rushed to Brainy’s side and tried to help him up. “Are you alright?”

Brainiac could not respond before Pinkie Pie popped up from nowhere. “That was a brilliant strategy, Brainy! Taking some samples out to the street lightened the load for us at the booth!”

“It did make it easier,” Applejack had to agree. “Thanks for helping, Sugarcube.” She gave Brainy a small peck on the cheek to which the stallion blushed slightly.

Brainiac frowned. Was he really having an emotional reaction from hanging around these ponies? This was not good. Not good at all. He lifted himself off the ground, denying Applejack’s helping hoof. “I really must go-“ he started but was cut off by the appearance of another mare approaching.

“Why, if it isn’t Applejack!” the cream colored mare stated with a happy smile as she approached the three. Her mane was a beautiful red and done up quite stylish with a cherry cutie mark, a small beauty mark on her cheek.

“Cherry Jubilee!” Applejack and Pinkie Pie replied excitedly. The two girls trotted up to greet the older mare.

“What are you doing here?” Applejack asked as she exchanged a hug with her former employer.

“It’s FruitCon, dear!” Jubilee replied. “Where else would I be? Got to make those connections and earn those contracts.” Applejack blushed, feeling foolish for forgetting her ex-employer was a fruit salespony as well.

Pinkie Pie nudged Applejack with a wink. “Applejack’s been making those connections too. We must have gotten thirty business cards and given out twenty contact sheets!” Pinkie displayed the business cards to Jubilee like a hand of poker. Jubilee examined them and smiled.

“Fancy stuff, Applejack!” she laughed. “Looks like a couple of these ponies are some of my customers as well. I hope we can work together in the future.”

“Thank you, Jubilee!” Brainy approached the group from behind, still holding the tray with two last apples. Applejack grabbed one. “I don’t think you’ve ever had any of my wares. Care to try a Sweet Apple Acres Red Delicious?”

Jubilee accepted it happily. “Don’t mind if I do.” She took a large bite and her eyes popped open in surprise. A smile grew on her face and she let out a loud “MMM.” “This is simply divine, Applejack. You should certainly be proud of the work you’ve done.”

Applejack beamed as the mare she highly respected began to praise her efforts. Unbeknownst to the mares, behind them Brainy rolled his eyes irritatingly. He tried to sneak away again but another mare interrupted. “What’s going on here?”

The mare this time was older as well with a soft yellow coat and an orange mane. She too had a beauty mark as well as jewels dangling from her neck, her cutie mark the shape of three orange slices. “Aunty!” Applejack shouted in surprise, beginning to lose her cool. “Wh- What are you doing here?”

Aunty Orange raised an inquisitive eyebrow at her niece. “Well it is my booth,” she replied and looked at the stall, finding it to be on the brink of collapse from so many ponies slamming their hooves on it. The stall immediately gave way nearly collapsing on Brainy who jumped out of the way. “Or what’s left of it.”

Applejack’s mouth was agape at the scene and felt the blood rush to her ears as she tried to apologize to her aunt. “Aunty, I’m so sorry! There were just so many ponies and they were banging on the sides and the counter. I really couldn’t give apples away fast enough!”

“Apples?” Aunty asked. Applejack shoved a hoof over her mouth. “Did you finish handing out the oranges?”

Applejack still held the hoof to her mouth as she lowered her head and shook it forlornly. She lowered her hoof. “I really am sorry, Aunty. I meant to hand out the oranges first, but I just got so hungry and then…” Applejack looked at Pinkie and Brainy. It didn’t feel right to put her friends in blame’s way. “It’s all my fault, Aunty.”

Aunty Orange frowned but soon smiled. She put a reassuring hoof under her niece’s chin. “Applejack, it’s perfectly okay that you handed out your apples. Besides we’ve gotten enough with the five year contract with Hillton Hotels I just made.” She waved slightly at an older stallion further away who Applejack remembered from before. “I’m just glad you got to experience this. Honestly, I wasn’t sure if you were ready for the pressure that comes from networking. But I can clearly see by those cards in your friend’s hooves that you did a splendid job.” She pointed at Pinkie with the business cards.

Applejack raised her head and smiled warm heartedly. She nuzzled her head under her aunt’s in a gesture of affection. “Shucks, thanks, Aunty.”

The older mare smiled and gave her niece a big hug. Pinkie Pie and Cherry Jubilee trotted forward. Aunty lifted herself from Applejack and reached for Brainy who was once again trying to sneak away. She pulled him and the tray over, grabbing the last apple. “Mind if I take the last one, Applejack?”

“Go right ahead, Aunty!” Applejack replied with a wave of her hoof.

Aunty bit into the juicy red flesh and moaned in delight. “I’m more of a citrus girl,” she mused, “but you’ve certainly outdone yourself with this, Applejack.” Applejack beamed once more. More proud than ever that two mares she highly respected had complimented her.

Brainiac examined the tray still in his hooves. A small business card had been lodged underneath the last apple. He picked it up to throw it away but Pinkie intercepted him. She grabbed his hoof and squinted her eyes intently at the card. It had a blue dolphin printed across it and the monogram S.S.

“What is it, Pinkie?” Applejack asked, raising an eyebrow in curiosity.

Pinkie turned the card over to find a little bit of writing. Her eyes widened and her pupils shrank as she finished reading. “AAAAAAAAAAAHHHH!!!” she screamed and grabbed Brainy around the throat once more.

Applejack grabbed the card from the hysterical mare and read it, Pinkie slowly cutting off Brainy’s oxygen once more in the background.

“What is it, dear?” Cherry Jubilee asked in concern.

Applejack lowered the card and smirked nervously. “S- Sapphire Shores wants to buy some apples for tonight’s catering for Fashion Week,” she stated plainly.

The two older mares mouths dropped open. Aunty was the first to respond. “That’s… That’s less than six hours from now!”

Applejack’s face grew gaunt. “And I don’t even have any apples left!”

Pinkie Pie finally let go of Brainy, the stallion breathing desperately for air. She grabbed her cowpony friend’s shoulders. “I don’t think you understand the biggest problem, AJ!”

“What’s that?” Applejack asked.

Pinkie Pie shoved her face into AJ’s. “Sapphire Shores was here and I didn’t get an autograph!!”

“I believe that’s the least of your pal’s worries, Pinkie Pie.” Cherry Jubilee trotted forward and placed a reassuring hoof on Applejack’s shoulder. “But don’t you worry your sweet little head. I’ve got an in with the conductor of the fastest train car out of Manehattan. Don’t ask me how, a girl’s got to have a few secrets.” She winked at Applejack who smiled a little. “I’ll send a courier along to Ponyville and we should have some fresh top quality Sweet Apple Acres Apples here by sundown.”

“Seriously?” Applejack asked, tears forming in her eyes. “You’d do that for me?”

“Of course, dear!” Jubilee replied. “What are friends for? Course it’s always good to have a few ponies in your pocket in case you ever need a favor.” She winked once more at them all and walked off to start on her plans.

“You certainly have some… colorful friends, Applejack,” Aunty said. “I’m glad so many ponies are willing to help you.”

Brainiac felt his awareness beginning to leave him. Was he actually feeling swayed by the sappiness of this moment? Could he actually understand what sappiness was now? There were too many variables appearing in his mind. Each one led to an abnormal reaction he had no clue of. What was he becoming? Brainiac finally set the tray down and tried to sneak away once more.

“She sure does!” Pinkie Pie shouted, grabbing Brainy once more and pulling him into a group hug with Applejack. “Right, Brainy?”

Applejack smiled at the stallion. “You’d really be willing to help me out tonight too?”

Brainiac’s mind shouted “NO” but all that came out was “eh.”

Pinkie seemed to take this as an agreement as she increased the strength of her hold. Brainy let out a slow moan.

A loud ping echoed throughout the hollow metal ship. A screen appeared before the empty control chair as the words “Analysis Complete” splayed across a diagram of elements and atoms. Silence fell over the ship for a few moments before Brainiac’s voice came on.

“Analysis of magic is complete. Central program has yet to return. Will act according to secondary protocols and begin creating defensive measurements against magic. Reallocating energy usage of ship repair to creation of magic energy siphon as well.”

The insides of the hollow ship began to buzz with movement as things were happening again. Despite the noise, at the bottom of the bay all sound became lost in cold dark silence.

Program: Runway

Twilight sighed as Fluttershy trailed further and further behind her. The two had been walking for hours along the coast. They were probably a good hour and a half walk from the city proper now. To her right were trees and forest and to the left was the bay. Twilight wished she could have just flown this distance but Fluttershy was simply too scared to approach the bay, even flying over it. Twilight had hoped that walking along the shore she would spot something, anything that might help her search. But it proved fruitless.

“Fluttershy what’s taking so long?” Twilight asked as she waited for her friend to catch up.

“I’m sorry,” Fluttershy stammered. “It’s just… um… well… um…”

Twilight put her face in her hooves as she let out another sigh. “Look, if you really don’t want to come any further, you don’t have to. I’m just going to investigate. We’re not doing anything too rash right now.” The last thing she wanted was to engage the threat. Celestia seemed to make it perfectly clear that it was a challenge everypony must face together. Fluttershy shook her head.

“What kind of friend would I be if I just let you leave and face a big… scary… monster… alone?” Fluttershy’s voice began to trail off into a high pitched squeak. Twilight blinked back to her friend’s side to put a reassuring hoof over her.

“Fluttershy,” Twilight smiled. “Whatever we face coming up I swear I’ll be right there to protect you. After all, what are friends for?” Fluttershy smiled back and the two began to walk in tandem down the shore line.

After about fifteen minutes of travelling they turned a corner and something caught Twilight’s eye on the shore up ahead. “What in the world?” She squinted at the large round object sitting on the shore. Fluttershy squinted to see as well.

“What do you suppose it is?” she asked nervously.

Twilight put her hoof over her friend once more. “I’m not sure but are you ready to find out?”

Fluttershy gave a reluctant nod and the pair walked closer. When they were mere hooves away Twilight took a closer look at the round object. It was a perfect sphere made entirely of metal she had never seen before. Its unbroken skin almost made it appear like an egg.

“Fluttershy, do you know any creature that lays eggs this big?” she asked.

Fluttershy shook her head vehemently. “I don’t think I’d want to know if there were.”

Twilight tentatively placed a hoof on the smooth metallic shell and jumped back as it hissed to life. Creases formed from the unbroken skin and a door slowly opened outwards allowing the mares a view into the inside. Twilight took a look at Fluttershy and gulped. “I’ll just take a peek.” Fluttershy wanted to argue but she was too overcome by fear. She huddled by the trees of the shore line while Twilight poked her head in.

The inside was just as metallic as the outside. It simply was a small room with no seats or table. Twilight glanced at the top of the inside room and noticed a large black bulbous sphere. The sphere hummed to life and bathed her with a line of lasers and light. Twilight pulled back out of the sphere at the surprise but was amazed to find the black sphere had followed her outside, its end stuck to a long flexible metal cord. It continued to bathe her in light and green grid patterns popped up across her form. Twilight began to panic as she expected to be set aflame, but the light didn’t seem to hurt her. Another moment passed and she raised a hoof watching as the black sphere followed her every movement. It beeped once then twice, the lights finally fading. Suddenly a metallic hollow voice appeared from the sphere. “Magic source detected. Energy output: unreadable. Must continue study.”

A large metallic tentacle shot out from the sphere and grabbed Twilight’s hoof. Twilight’s eyes widened in panic as the tentacle pulled hard and she let out a scared scream. Fluttershy jumped in surprise watching her friend get pulled instantaneously into the metal sphere. “Twilight!” she shouted, the hatch shutting with an ominous thunk. A second black sphere appeared above the metallic one, coming from inside. It shined its eerie green light over the trees. Fluttershy instinctively ducked behind a large oak and held her tail close, keeping her mouth shut as tightly as possible. When the black sphere had finished its sweep it pulled back in and the sphere pushed itself away from the shoreline. Fluttershy watched with nausea and worry as it sunk slowly into the water, out of sight.

Fluttershy had to get help. She had to tell her friends that Twilight had been captured. She had to get back as quickly as possible. Fluttershy struggled to get her wings to fan out but they simply wouldn’t listen to her. She was just too scared. She crushed back her tears and began to run as fast as she could back the way they had come. The sun had begun to set. She probably wouldn’t make it back until night time. She was all alone.

Rarity paced back and forth as ponies rushed past her. Tonight was the night. Her night. Some of Equestria’s most famous and beautiful ponies would model her clothes. Here, at the Hillton Premier in Manehattan. Rarity simply couldn’t hold her excitement back when she received the news via mail.

Rarity was working in her sewing room when a clumsy gray Pegasus slammed into the window startling her. Rarity ended up missing a few stitches which made her a bit annoyed, but whoever it was at the window deserved priority since they could be hurt. She went to check and opened the window to look down. A gray mare with light blonde hair and crooked eyes shook her head as she lay on her flank. She wore a mailmare uniform.

“Derpy, is that you?” she asked.

“Hello, Rarity!” the mare enthusiastically replied. She reached into her satchel to retrieve a small envelope. “I got your mail!”

Rarity smiled but rolled her eyes, levitating the mail up to her. “Thank you, darling!” she called back. “But do be more careful of closed windows.”

Derpy blushed. “I’m sorry. You just keep them so clean, I just don’t know what went wrong.”

Rarity chuckled at her absent minded acquaintance and closed the window. She tore open the letter to reveal an embossed cover with the logo for the Hillton, a very nice line of hotels. She read on.

“Dear Miss Rarity,
With your recent opening of a shop in Canterlot and the steady rise in popularity of your own personal brand, Hillton Hotels would like to invite you to take part in our annual Fashion Week Convention. Ponies from all over Equestria will be here to both buy and sell dresses of extraordinary quality. You have shown a great deal of creativity and maturity in your small but successful line of boutiques and thus we’d like to offer you an invitation to display your unique style on our runway. You may bring your own models or they may be provided for you. We look forward to seeing you and your new collection.”

Rarity jaw dropped as she reread the letter. Fashion Week. In Manehattan. Her clothes on display! Worn by professional models!? When Rarity came to she was on the floor. “Oh, what a nice dream,” she moaned. “I guess worked so hard I fell asleep.” She yawned as she stretched her hooves to the side, accidentally touching a piece of paper she’d left on the floor. Her face went blank as she picked it up to read it again. She lowered the letter slowly as a huge grin spread across her face. “YESYESYESYESYESYESYESYESYESYESYESYES!!!!!!!!”

Rarity smiled as she remembered that feeling. She felt bad for having to ditch Twilight at such an inopportune time but this was a once in a lifetime chance for her. If these ponies liked her dresses it would be goodbye petty contests with simple judges. She would have notoriety. A huge boost in the industry. Maybe even her own brand and company! Rarity sighed as her eyes glazed over at the thought of such a dream.

“Rarity, darling!” a female voice called from behind her. Rarity turned to see the manager of her Canterlot Boutique. She was a taller unicorn with an aquamarine coat and orange highlighted mane. She wore a beautiful black dress with a golden saddle.

“Sassy! I’m so glad you could make it,” she cried as she approached her beloved employee. Rarity embraced her in a hug and Sassy reciprocated. Rarity pulled back after a moment and grimaced slightly. “Honestly, I was pretty worried I would have to do this on my own. I already have butterflies in my stomach. The tension is driving me up the walls.”

Sassy giggled as she looked to where Rarity had just been. The white mare had literally paced a hole into the floor. “I can see that.”

Rarity turned to look and winced. “You think they’ll notice?”

Sassy smiled and shook her head. “Don’t worry so much, Rarity. I’ve seen your new designs, they’re fabulous! You can compete on any level.”

Rarity took a deep breath, encouraged by her friend’s words. “Thank you, Sassy. I really needed to hear that.”

Downstairs in the lobby of the Hillton premier Applejack and Pinkie Pie tried to pull in an enormous cart of apples through the revolving door, earning looks of confusion and annoyance from the patrons around them. Applejack sweated slightly as she smiled nervously at the ponies around them. “Pinkie, I told you we should have used the back entrance!”

Brainy stood on the curb outside watching the two struggle, his eyes never rising from their half lidded expression. Pinkie Pie struggled as she groaned against the massive weight of the cart. She shot Brainy a glare. “Come on, Brainy! Put your back into it!”

Pinkie took one last long pull before Brainy rolled his eyes and walked forward placing a single hoof on the cart and pushing. Pinkie’s pull immediately shot the cart through the door and started it careening down the lobby. Applejack shouted in dismay, “Look out!”

A tall, pretty green pony who had just been passing through noticed the runaway cart careening toward them. She screamed in terror as the cart rushed forward to run her over. Applejack ran as fast as she could but she could not keep up with the cart. Pinkie panicked and glanced at Brainy, but the stallion was already gone.

With speed that defied description, Brainy ran past Applejack and straddled the front of the cart as it skidded to a halt. Brainy stopped mere inches away from the pretty mare. Why did he do that?

Brainiac had no reason to stop this cart nor to save a pointless pony. Perhaps he simply wanted as many specimens alive for when he miniaturized the city for study and posterity. Brainiac decided he’d go with that.

The back end of the cart lifted high into the air from the momentum as the pile of apples trembled. The mare took a terrified look upward as a single apple fell from the cart and bonked her on the head. The mare moaned with a flourish as she passed out. The cart soon falling back on the floor.

Applejack and Pinkie Pie rushed over. “Wow, that was-” Applejack began but caught sight of the unconscious mare. “Oh no. Ma’am, are you alright?” She lifted the mare by the shoulders but all the pony could do was flutter her eyes lazily as she moaned again.

“What is going on here?” a strong female voice demanded. The group turned to see their friend Rarity walk in accompanied by Sassy Saddles and what appeared to be the Hotel Manager, a tall golden mare with light yellow mane and a flowing red dress. Rarity smiled slightly as she saw her friends but then gasped as she saw the unconscious mare. She and Sassy rushed to her side.

“Prancy! Prancy are you alright?” Sassy insisted as she held the mare up.

The green mare swooned. “Too… Many… Apples…”

The Hotel Manager trotted over with a concerned look. “Is she alright?”

Sassy breathed a sigh of relief. “Yes, she’s just a little dazed.” Her face grew grim. “However I doubt she’ll be able to model tonight.”

“What?” Rarity exclaimed shocked.

“I take it this is your model, Miss Rarity?” the Hotel Manager asked.

Rarity sighed. “Yes, Miss High Class. She was supposed to display the core dress for my line.”

Miss High Class frowned and nodded solemnly. “I see. Well, it’s not too late. Your line won’t be presented for another hour or so.” The mare gave a small smile. “If you can find a replacement you can still participate.”

Rarity’s eyes widened. “Where am I going to get a new model at this late hour?” She slumped her shoulders in defeat.

Applejack approached her from behind and put a conciliatory hoof around her. “I’m really sorry about this, sugar cube. I really didn’t mean for any of this to happen.”

“Yeah, sorry,” Pinkie Pie added sullenly.

Rarity sighed but smiled. “It’s alright. It was an accident anyway.” She frowned in confusion. “Hey, what are you two doing here with an apple cart anyway?”

Applejack smiled. “Sapphire Shores hired me to help cater the event. Speakin’ of which, I’d better get to the kitchen asap.” Applejack looked around. “Um, where do you think that is?”

High Class laughed and smiled. “Follow me, Miss Applejack. Sapphire said I should be expecting you. I can take you there.”

Applejack nodded and hitched up her cart, glancing once more at Rarity. “I really am sorry, Rarity.”

Rarity shrugged but her face still showed a large amount of disappointment. Applejack frowned as she headed off with High Class. Suddenly she chuckled. “You know what’s funny? I actually just met a pony this morning that would complement my clothes perfectly. Wouldn’t it be a funny twist of fate if he were here?”

Pinkie Pie giggled. “That would be funny. Come on, Brainy!” Pinkie shouted as the cart followed after High Class. Pinkie trailed after followed by a light green stallion with a dark purple mane. Rarity’s eyes widened as the stallion passed.

“Hey, you!” she called making Pinkie and Brainy stopped. Rarity rushed over to the stallion and examined him closely, noticing the purple spot on his forehead. She grinned widely. “I can’t believe it! You’re him! The pony I met on the bus.”

Pinkie walked up and placed a hoof around Brainy, the stallion nonreactive. “Oh, you know Brainy, Rarity?”

Rarity flushed as she continued to inspect Brainy. “Well, yes, we have met before but I don’t believe we were properly introduced. I’m Rarity. Now would you lift your right hoof for me?” Brainy complied unemotionally and Rarity pulled out a small stylized tape measure. She reached it across him and gasped. “It’s simply unbelievable. I’m amazed by how on the mark I can be sometimes.” She grabbed Brainy by the shoulders. “You simply must be my replacement model!”

Pinkie’s eyes popped open in surprise while Brainy’s remained unlifted. “But Rarity, Brainy’s a stallion.” Pinkie shot her new friend a scrutinizing look, finally seeming to take his figure in. “At least I’m pretty sure he is.” She raised a quizzical eyebrow.

“Actually,” Brainy began, “This shell is based on both male and female characteristics-”

“It doesn’t matter what he is,” Rarity interrupted with a flourish of her hoof. “What matters is that he’s perfect! Sassy!” Sassy promptly appeared next to Rarity. “Bring him to the back and I’ll start making some adjustments.”

“You’re the boss,” Sassy said as she grabbed Brainy by the hoof and began to lead him away. Pinkie intercepted them standing with her hooves outstretched in front of them.

“Rarity!” she shouted. “I’m surprised at you! I know you’re in a tough bind but you should ask somepony for a favor before you force them to do anything.” Brainy let out a snort.

Did he seriously just laugh at the hypocrisy of the pink mare’s statement? Did he actually find her… amusing?

Rarity’s expression fell as she lowered her head. “You’re absolutely right, Pinkie. I acted to rashly.” She cleared her throat and turned to Brainy, then she broke down. “PLEASE PLEASE PLEASE!!!! Just wear the dress for two minutes that’s all I ask!” To his surprise Brainy found Pinkie on her knees next to Rarity as well, her eyes large and pleading too.

Brainiac just couldn’t figure these ponies out. Every action they took seemed non-sensical, lacking logic and purpose. These were the ponies chosen to wield this world’s most powerful weapons? What was the factor that made them so worthy? The more he wrapped his nearly infinite genius around it the more he came up flat. There was no reasonable point behind these mares being chosen. What did they offer?

Then there was himself. What was Brainiac doing right now? He should have run after the FruitCon debacle. He should have simply returned to the ship and left these ponies to wait for his return as the true Brainiac. He was growing impatient and somehow it showed on his face. Pinkie Pie’s brow furrowed and she put a hoof around his shoulder.

“Y’know, you don’t have to do anything.” she stated simply.

Brainy frowned in confusion. “I don’t have to do anything?”

Pinkie smiled brightly. “Of course not, silly! Friends don’t do things for each other out of obligation. We do it because we want to help them.”

Brainiac couldn’t believe this. He could just leave and he wouldn’t be pursued. This mare placed so much trust in him that she would just let him leave without question? What luck! …And yet.

Brainy raised his head from thought. “Very well,” he stated blankly.

Rarity jumped for joy and Pinkie gave the stallion one more huge air constricting hug. Rarity cleared her throat once more as she returned to a lady like demeanor. “Yes, very good. Now we’re running a bit behind schedule but I’ll be back with the altered dress in two snips flat!” She disappeared behind a “staff only” door as Sassy, Brainy and Pinkie walked toward the back rooms.

They crossed the hallways that connected to the large open atrium area where the show would take place. Many spectators and fashion ponies were already milling around the area close to the runway, schmoozing with the elite. Pinkie gazed long and hard at the jet black surface of the runway. “Pretty,” she murmured. Brainy seemed to show no interest, yet Sassy still stopped to speak.

“I know,” she said. “Amazing isn’t it? You know I was once a model myself.” She smiled grandly and pointed to herself.

Pinkie turned to Sassy. “Oh, like in your youth?”

Sassy’s eyes popped open and she turned on Pinkie. “No, like three or four years ago.”

Pinkie’s eyes widened with realization and she chuckled nervously. “Oh! Sorry, I guess I thought you were… um…”

“What?” Sassy now eyed Pinkie pensively.

Pinkie barely squeaked out her words. “I thought you were like forty?”

Sassy pursed her lips in anger but held it in, instead letting out a frustrated sigh. “Let’s just go.”

As they began to walk again Pinkie spoke up, “So how old are you?” Sassy shot her an angry glare and Pinkie shrank back. “Shutting up.”

They reached the backstage where many other models were already in dress and applying makeup. Sassy told Brainy to sit in front of a large mirror. He did so and she took a look at his mane. “You know, darling, you do have a beautiful shade but that means nothing if you don’t moisturize. I swear it’s like you were walking on a beach all night, your mane is so frazzled.” Brainy did not respond. Sassy sighed and turned. “I’ll go see if I can’t find some conditioner.”

Brainiac stared at himself in the mirror. Why was he going through all this? He had just been given the chance to leave quietly and he didn’t take it. Was this new body going against him? If so how? He was in control. He had felt no outer force guiding his hand in making the decision to stay. It was almost like he did it because… he wanted to stay.

Though his face showed no emotion, Pinkie Pie seemed to be able to read the stallion’s anxiety like a book. She hopped behind him and slicked her poofy hair back to put on a cabby hat she’d pulled from nowhere. She proceeded to rub his shoulders and speak in a gruff old man voice. “Alright, kid! I know you’re scared. But I’m gonna need you to go out there and be a star! You’re gonna eat fame, and crap glamour!” Brainy did not respond to her strange impersonations or jokes, though the pink pony still laughed at herself. She threw off the hat and hugged him around the neck once more, more gently this time. “Thanks for agreeing to do this, Brainy. It means a lot to Rarity and me.” She gave him a quick peck on the cheek.

Brainiac suddenly felt a large heat begin to rise in the spot where the mare had kissed him. So finally she shows her true nature. Perhaps some form of poison? He reached up to his cheek to analyze it but found that his other cheek was just as hot. He looked at himself in the mirror, his cheeks were beet red. Was he blushing?

“I’m back!” shouted Rarity as she stampeded through the backstage with a sealed dress floating on a hook beside her.

“So am I!” Sassy announced as she held aloft a tube of conditioner like a sword.

Rarity took a look at the bottle. “Oh, Sassy, that’s perfect! I’d almost forgot about the hair.” She took another look at Brainy in the mirror. “Hmm, and were going to need to do something with the eyes too. Something to really make them pop.”

“Ooh! Ooh!” Pinkie shouted. “How about-”

“Not to be rude, darling,” Rarity interrupted, placing her hoof on Pinkie’s mouth. “But let the professionals handle this.”

Sassy smiled as she grabbed a large folding screen and placed it between them and Pinkie as she was scooted away by Rarity’s magic. Rarity peaked her head out the side. “This will only take a moment.”

Pinkie could see the silhouettes of the three as they began to work. Rarity unzipped the sealed dress and displayed its silhouette to Brainy. “Now are you sure you’re okay with this?” Brainy simply nodded and Rarity squealed in delight. “Wonderful! This part goes here and…” The silhouettes began to mold together as the three forms squirmed behind the screen attempting to get Brainy into the outfit. When that was done, Brainy still sat in the chair. “Oh, you look divine!”

“Now for some touch ups,” Sassy pronounced as she dolloped a glob of conditioner onto her hoof and began to style his mane. Rarity grabbed a small cylinder of eyeliner and began to work on the stallion’s face.

“I really have to admit it, Brainy,” she mused. “You look a lot better than most mares, even without make up. What’s your secret?”

“I was born yesterday,” Brainy replied nonchalantly.

The two laughed. “Oh, darling you are a crack up.”

After a few more minutes of work, Rarity took a step back. “And finished!” Pinkie chewed on her hooves in nervous excitement as Rarity rolled the folding screen away. Pinkie felt her jaw drop to the floor.

-

Applejack stood by the dessert table of the catered buffet. Since Pinkie and Brainy (HA!) had disappeared she was forced to set up the table herself. She finally put the finishing touches on the table as a tall mare with brilliant blue mane snazzy purple shoes and white dress approached. “Mmm Mmm! That looks delicious!”

Applejack shot to attention as she turned around to see Sapphire Shores approach. “M- Miss Sapphire Shores! I… uh… I just wanted to thank you for…”

Sapphire held up hoof to silence Applejack as she grabbed a slice of apple tart from the buffet. She took a large bite and moaned in pleasure. “Mmm! I knew I was making the right choice with your apples.” She turned to look at Applejack. “You’re one of Rarity’s friends, right?”

Applejack held her hat in her hoof in a show of respect. “Uh, yes ma’am.”

“Aw, no need to be so formal, honey,” she said. “Hard to believe you got this ready on such short notice. I’m really grateful.” She placed a hoof on Applejack’s shoulder. “When I tasted one of your apples this afternoon I knew it’d just blow these crusty old money ponies out of the water!”

Two rich looking unicorns approached the table. One had a gray coat and glasses with a green polo while the other was pale yellow with pink and white polo. The gray unicorn took a discerning look at the apple treats. “Hmph, the food they serve at these events has truly lost its luster.” The other nodded her agreement. “It’s certainly a lesser menu.”

Sapphire turned around to face them with an accusing pout and glare. “You’d better try one of those lesser treats before I treat you!”

The two stiffened as they realized who they were talking to. The two grabbing an apple cupcake and backing away slowly with and apologetic smile. Sapphire and Applejack watched from afar as the two took a bite of their treats and smiled broadly at the taste. The two mares glanced at each other and shared a giggle.

Suddenly the lights began to dim as floodlights began to appear on the slick black stage. Mist began to roll out from behind the curtain. “Ooh, looks like its starting!” Sapphire shouted excitedly. Music began to blare as the first model exited the curtained backstage and began a trot to the end of the runway.

Applejack was no expert on fancy dresses or the like but she could see why somepony like Rarity would want to be at a shindig like this. It was pretty sad that she wouldn’t get to show off her dress. Models came and went with several announcements being made about the designers or the lines. “So you set this up all on your own?” Sapphire asked above the music.

Applejack shook her head. “Well, I was supposed to have some helpers but I just don’t know where they ran off to.” Suddenly a name appeared in the announcements that AJ wasn’t expecting.

“And now for the first time on the professional runway, it’s a dress made by the latest fad to hit Canterlot. Presenting… Rarity Chic!”

A long green hoof extended from the black curtains followed by a gorgeous looking pony with slippers of deep blood orange with fiery frills. The dress was modeled after flames as well with a blood red body and shades of orange trailing from the hem that seemed to end in ethereal cloth that sparkled with the light. The dress was shoulderless, exposing the pony’s slim front figure while drawing attention to a brilliant orange broach flower that blossomed from the chest. The pony’s purple mane was long and flowing much like Fluttershy’s with the bangs covering one of the eyes. The other shown brightly with glitter and shadow that accentuated the pouty expression the pony seemed to have. Most of the crowd seemed to think the model’s disinterested expression was for show but AJ knew otherwise. Her jaw dropped to the floor.

“Wow!” Sapphire commented. “I have got to get Rarity to make me one of those. And that mare’s not to bad looking neither.” She grinned smugly as Applejack attempted to stifle her laugh.

The model completed the walk to the end of the runway and then returned, not even bothering to pose. A white hoof poked out from the curtain and waved the model to go back to the edge. The model gave a confused expression and returned to the edge, still not doing anything but stare blankly. Yup, that’s Brainy, Applejack thought.

“Psst,” she whispered to the pony on stage. “Psst!” Brainy turned and saw her below. She began to mouth her words. “Do a pose.”

Brainy did not respond physically to her words for a minute. The music simply playing on. As some ponies in the crowd began to become confused as to what the model was doing, it finally moved. Brainy splayed his left leg to the side as he bent his right leg to lean back with his rear slightly in the air. Applejack blushed at the seductiveness of his pose and the fact that he truly did look like a mare. Sapphire put her hooves to her mouth and let out a whistle with a cat call. Other ponies in the crowd began to clap and cheer as well. After a minute Brainy released himself from the pose and returned to the backstage. The show continued but the crowd was clearly abuzz with excitement from that last one.

“Damn,” Sapphire grinned. “Think Rarity will give me that girl’s card?”

AJ smiled and chuckled. “Oh, I’m pretty sure she’s not with any agency you’ve ever heard of.”

-

Once the show started to wrap up, the parade begun. Each model was expected to parade out and form a semicircle around the stage as the patrons got one last look at the dresses. Pinkie held his hooves as they prepared to make the procession. “You did great out there, Brainy! Just one more round and this will be perfect!”

“It certainly will!” Rarity agreed.

“Yes,” Brainy simply responded. He proceeded to the line and got in front of an elegant looking blue unicorn in a black dress. The unicorn sneered as she took a long look at the pony in front of her. She tapped him on the back and Brainy turned, his usual expression still on his face.

“Nice job out there,” she commented with a hint of sarcasm. “Just be sure not to trip up this time. Don’t want the rest of us looking bad.”

Brainy frowned as he returned his attention to the front. Suddenly his heart rate increased. He could feel sweat on his brow. He held a hoof to his chest to measure his vitals, they seemed spiked. This was impossible, he was supposed to be indestructible with super strength. How could his vitals be so high? And why did his hooves seem to tingle with every step he took? A thought crossed his mind. Was this worry? Was he actually worried about his performance? The line began to proceed out the curtain and Brainy took in a sharp breath as he pulled back, ending up running into the pony behind him.

“Hey! Watch it!” she said. Brainy moved to the side as the procession continued without him. Rarity and Pinkie rushed over.

“What’s wrong, darling?” Rarity asked, concerned. Brainy rubbed his hooves together as he stared at the ground. Pinkie took notice and, once again, was able to read his blank expression perfectly.

“Rarity, can I have a minute with him?” she asked with a polite smile.

“Very well,” Rarity replied, looking nervously at the slow moving line. “But just be quick, please.” She walked away leaving Pinkie alone with Brainy.

Pinkie lifted a hoof around Brainy’s shoulder and felt him tremble. She gave him a small smile. “You know, I have a sister just like you.” Brainy did not respond noticeably. “She may come off pretty strong and disinterested but that’s only a small part of her. When we were younger she… well, she was pretty much the same, but it was all for a purpose. My sister was the oldest and that came with a lot of responsibilities. Taking care of me and my other siblings was a twenty four seven job and for the longest time she took it upon herself. Well, one night I walk in and find my sister crying, for the first time. Before that I couldn’t even imagine my sister crying. She was working on a birthday present for my younger sister, it was a doll that she just couldn’t get the stitches right on. It frustrated her so much that she actually started to cry. That was when I knew that my sister wasn’t a machine. Not that I didn’t already know before but… y’know.” Brainy lifted his head and stared confusingly at Pinkie. She continued to smile. “Eventually my sister didn’t have to take on so much responsibility. She still stayed pretty aloof and disinterested, but I became better at reading her. So I guess the moral of my story is… don’t push yourself. I know how hard responsibility can be, but I also know that there’s some responsibilities you don’t need to take. Plus some that are over like that.” She snapped her hooves together for emphasis. “You don’t have to do this.”

Brainy took a deep breath. He was a centuries old intelligence with eons of memory. He had recorded histories throughout the entire cosmos and destroyed just as much. Yet the thought of walking out there seemed too much for him. His logical mind screamed that it was pointless worry. That all this was pointless. But the pink mare… Pinkie Pie’s story brought a new question to mind. What about his mission? Who was he to judge that it was more important than say a fashion show? He had taken on the responsibility of a mission that would take him millennia and he’d never considered it unworthy. Now, in his memories of records of hundreds of worlds and conquers he simply felt… empty.

Brainy stood up, his face resolute as he joined the slow parade at the end. Rarity gave Pinkie a smile of thanks and the pink mare grinned sheepishly in return. Brainy exited the curtain and stood at the end of the stage with the rest of the models. The models began to pose one by one, each doing a new pose from the one before. Finally it came Brainy’s turn. He straightened his front legs, threw back his mane and gave the crowd a slight smile. The expression, along with his disinterested eyes, came off as a demure sort of flirtatious attitude. Many ponies in the crowd began to blush.

Applejack blushed profusely as well. There was no way a stallion should look that good in a dress. Sapphire merely grinned devilishly. “I have got to meet that model. Rarity’s been holding out on me.”

Applejack gave the older mare a look. It was getting kind of hard to tell if Sapphire was just interested in Brainy as an asset or interested in Brainy’s assets. Suddenly a familiar female voice came up behind her. “Applejack?” Applejack turned around to see a quite familiar face. “Hey! Fancy seeing you here!”

When all was over the models received s round of applause and trotted back to the backstage. Brainy was met with an overwhelming hug, not by Pinkie Pie, but Rarity. “That was simply fantastic, Brainy!” she spouted happily. “I simply can’t thank you enough!” She broke off her hug. “Okay, now we can get you out of that and-”

“Rarity!” a feminine voice called out from behind and Rarity turned. A cream colored pony with a light blue mane and floral bow approached.

“Coco!” Rarity shouted in delight. “I didn’t know you’d be here. Weren’t you working with the Manehattan Players now?”

Coco smiled sweetly and shook her head. “Actually that’s why I’m here. The company sent me to study some new designs for an upcoming show.”

“Ooh,” Rarity mused. “Sounds interesting.”

“Yes… um,” Coco blushed a little. “You’re dress was absolutely amazing.”

Rarity beamed. “Thank you, dear! But most of the thanks goes to my wonderful model.”

“Oh, I know what you mean.” Coco held out her hoof to the model that still stood beside Rarity. “Hi, I’m Coco Pommel. You were amazing out there.”

Brainy held out his hoof in greeting, his expression still disinterested. “Brai-”

“Brianna!” Rarity interrupted, not wanting to give away the fact that her model was a stallion. “Yes, I’m lucky she came along when she did. I was down a model and ‘Brianna’ came along just in time.”

“Oh, so you’re new?” Coco asked.

“If you are positing that I am new to this profession, then yes,” ‘Brianna’ replied dryly. “However with my vast knowledge and intellect I am aware of several hundred thousand forms and traditions for events designated as ‘fashion shows.’”

Coco stared off into space for a moment then shook her head to return. “Um… So you go to school then?”

Rarity jabbed ‘Brianna’ in the side and gave him a look that said ‘play along.’ “Yes.”

Suddenly Pinkie Pie was there. She seemed to appear out of nowhere and tackle the model to the ground. “Brainy that was brilliant! I’m so proud of you!”

“Brainy?” Coco asked, raising an eyebrow.

Rarity chuckled nervously. “Uh… just a little nickname, darling. Pinkie and ‘Brianna’ have known each other for a while.”

“Yeah!” Pinkie replied. “Almost twelve hours now!”

Rarity chuckled again. “Dear, please get off the ground. I don’t want dirt getting into that dress.” Pinkie giggled as she and ‘Brianna’ got back up. Coco ended up giggling as well at Pinkie’s behavior. Rarity gave a small sigh. “Well, we really should get going. I’m sure Brianna wants to get out of that dress.”

“Oh, right!” Coco sputtered. “I almost forgot! She handed a small sealed letter to Rarity. Applejack and Sapphire Shores found me a little before the show ended. Sapphire wanted me to give you this. It’s an invitation to the after party in her suite. We’re all invited!”

Pinkie Pie whooped with joy at the idea of a party. Rarity however remained silent with a pale face. “Um… excuse me a moment.” She grabbed ‘Brianna’ and took her to the side to speak privately. “I’m very grateful to you for doing this, but you don’t have to go. If you did, you’d still have to pretend to be model, probably all night. Would you be okay with that?”

‘Brianna’ peeked over Rarity’s shoulder at Pinkie Pie who was already discussing ways to take over the party with Coco Pommel. An unconscious smile crossed his features. “That is alright.”

Rarity raised an eyebrow. “Really?” she asked skeptically.

‘Brianna’ nodded and began to walk back to the group. “Truth be told I have come to enjoy looking… pretty.” He gave Rarity a playful wink that made her heart skip a beat.

“Uh… yes, right,” she sputtered. “Well then, we’d better get you into something a little bit more manageable and easier to walk in.”

The two returned to Pinkie and Coco, Sassy appearing as well from having a conversation with the other models. The five began to fuss and preen about the upcoming party and how fun it would be. ‘Brianna’ listened intently as well. However, in the back of his mind he couldn’t help but think he was forgetting something. Something very important.

Twilight struggled as best she could, flapping her wings and blasting away at the chrome tentacles around her. One blast managed to disintegrate a tentacle that held her right hoof captive, but the blast also veered off and struck the side of the metallic shell. A hole opened up and water began to pour in. Twilight began to panic some more but before she could act the shell simply stopped moving. Water seemed to stop pouring in and the sound of metal on metal could be heard echoing from the outside.

When the loud noises stopped, the tentacles retracted and the door out of the shell opened. Twilight was unsure of what to do. This could all be a huge trap. Just where did the giant metal egg take her? Judging from the hole in the shell she’d made, she was probably underwater. However, all her expectations were thrown out the window when she peeked her head out.

Before her stood a long straight hallway, completely made from metal. And no metal she had ever seen before. Twilight gulped. “Anybody there?” she softly yelled down the hall. Her voice echoed for a moment then a large array of green lights shot down from the ceiling and began to scan her and the shell. Twilight had seen the lights before so she was less afraid this time, still she took precaution and activated her horn.

The green light dissipated and a bodiless voice appeared from the within the hallway. “Preliminary scans transferred. Hull breach found on lower portion. Transmitting to ship keepers.” Suddenly an army of small antlike creatures flooded into the shell and Twilight was scared out of it. She screamed as she jumped into the hallway. Now from a safe distance she took a closer look at the antlike creatures. They were completely metallic as well. More so, they seemed to be weaving metallic strands around the hole in the shell, slowly repairing it bit by bit. Twilight eyes widened in fascination. “Hello Twilight Sparkle.”

Twilight shot up at the mention of her name. She looked around for the source of the voice but could find none. It seemed to come from everywhere. She gulped again. “H- How do you know my name?”

Green and purple lights appeared on the floor beneath her, turning on sequentially in a straight path. “Please follow the path and all will be explained.”

Twilight felt a chill run down her spine. The voice was not forceful but it was still terrifying. She could feel no emotion from it. Apathy. Just as the Princess had said. Twilight was in the den of the beast. “And what if I refuse?” she asked shakily.

The voice did not respond for a long time. “You are in no danger here, Twilight Sparkle.”

Twilight couldn’t help but find that hard to believe. “So you wouldn’t mind if I just blinked out of here then?” She closed her eyes in concentration and felt her horn heat up, but the usual flash that accompanied a teleportation spell did not come. Twilight opened her eyes to see she was still in the metallic hallway. “That’s… That’s impossible!”

“”You are in no danger, Twilight Sparkle. However, it would be inauspicious for you to leave.”

Twilight took a deep trembling breath. “Okay, so you’ve got me trapped. What are you going to do to me?”

The lights on the floor reappeared. “Follow the path and all will be explained.”

Twilight sighed. “Alright.” She had no choice. She had to follow the path.

Meeting Of The Minds

A loud scream echoed throughout the confines of the hollow alien vessel deep below the Manehattan Bay. None could hear its tone but if one could they would probably construe it as fear or pain, however…

“AAAAAAAAAAAHHH!!!” Twilight screamed again as she saw what appeared to be an encephalographic device attached to a large seat in the center of the alien place. “This is incredible!!! The… The technology here is ages- eons ahead of us! What did you say you were again?”

She spoke to the bodiless voice that had welcomed her a few minutes ago. The voice answered. “I am an artificial intelligence created to document and preserve the information of the universe. I am designated as Brainiac.”

“Brainiac, huh?” Twilight rubbed her chin in thought as she continued to study the more and more amazing machines she found in the metal lair. Her eyes widened as she noticed a long metal tube. Just where did that go? She shook her head to refocus. She had a mission after all and she was in the literal belly of the beast. If what Brainiac had told her was true, then something here might very well be the threat Celestia spoke of, perhaps even Brainiac itself. She made sure to take caution with her questioning. “So why are you here, Brainiac?”

Suddenly a large screen appeared in midair before her. A matrix of blueprints depicted a large metal structure in an eery shape. “Cataclysmic damage to my primary engines and hull resulted in a random translocation away from danger.” Red spots appeared all over the structure on screen indicating breaches or breaks. Twilight raised a brow as she watched.

“You’re a ship?” she asked, looking at nopony in particular.

“To be precise, every molecule of this ship contains my programming. Everything inside is within my reach.” Brainiac’s voice still sent a shiver down Twilight’s spine. Something about the emotionlessness of it.

She girded herself as she asked her next question. “You were damaged, correct?”

“Affirmative.”

“So who or what damaged you?” she asked with a little worry. “Is it still after you?”

Brainiac did not reply for a moment, finally deciding to reveal a new screen this one with a recording of a spectacular battle. A large creature, probably one of those humans Twilight had seen in the other world, smashed through Brainiac’s hull and began ripping out pieces of him. The human was dressed all in blue and had a red “S” on his chest, also somehow he could fly. No sound accompanied the film as Brainiac’s metal tentacles that Twilight had seen before shot out and tried to restrain the hulking human. Red beams of light came from the human’s eyes and destroyed even more. The screen turned to black as destruction began to rain down. Finally Brainiac spoke. “That is Kal El. The Last Son of Krypton. A planet destroyed many years ago by its people’s own hubris.”

Twilight took a look around the hull where she stood. Now that she noticed it there were many burnt patches and parts of the wall were being rebuilt by those tiny metal bug things. “Why did he want to destroy you?”

“Kal El believes my mission to be destructive.” Brainiac replied simply.

Twilight gulped at the word. “What do you mean ‘destructive’?”

“In order to create a viable catalogue of universal knowledge I require samples. Kal El believes my taking of these samples is an act of aggression.”

Twilight shrunk a little as she bit her lip before asking her next question. “Is it?”

Brainiac took another moment to reply. “My purpose is the pursuit of knowledge. That is all it has ever been. Any aggression Kal El feels I have committed is his view alone.”

Twilight thought about that for a moment. It sounded like a good pony was getting stepped on by a big bully. The only problem was she didn’t know which was which in this little tale. There were still a lot of things she didn’t know about Brainiac, a lot of things she didn’t trust about it either. There was more she needed to know. Somehow she needed to study Brainiac a little closer. But Brainiac was everywhere, she needed to get it into one place. “Look, it’s getting kind of hard to talk to you like this,” she spoke to the ceiling. “Do you think maybe you can make it so I can talk to something physically there?”

Brainiac took another moment to reply. “Very well, Twilight Sparkle. I will comply.” Suddenly there was hissing and the sound of large moving machines underneath her. When all went quiet once more Twilight looked around with trepidation.

“Brainiac?” she called softly. “Brainiac?” There was no answer. The voice had done as she’d asked and tried to find something physical to possess. This was her chance. Twilight rushed to the nearest door. She lowered her horn at it but then remembered that inside this ship her magic wasn’t working. Instead she tried to pull the large sliding door open. To her surprise it gave away very easily. She tumbled through the door and landed in a large open room, an eery green glow illuminating the inside. Twilight rubbed her head as she tried to get up, but her legs gave out when she saw what was in the center of the room. Standing nearly as tall as a building was a large metal hive of hundreds of glowing bulbs, each one a uniform size and shape. They were scattered all about the hive structure.

Twilight didn’t know much about the super advanced technology present here, but she had seen bulbs like these on other machines before. Maybe this was a generator of some kind? Suddenly something in one of the bulbs caught her eye. She frowned as she walked a little closer. When she was merely a few hooves away the glow around the bulb dissipated and she could see inside. Her mouth fell open as she saw hundreds, thousands of little creatures walking and even flying about in carriages and planes. They seemed to be living in a greatly developed city with architecture Twilight had never seen before. However, what surprised her the most was when the creatures seemed to notice her. She saw them point, saw mothers grab their children and run indoors. She saw fear.

Twilight backed away from the bulb with a sick look on her face and caught sight of another. The city was different in this one but the reaction was the same. Fear. One by one she saw them all. She flew higher to look into the ones above and saw more glorious looking cities, even some less great. Even a few downright normal towns. The creatures inside were all different but they all regarded her with fear. She could hear no voices from them, the glass dome around them cutting off all noise. Twilight flew back to the ground and shook her head in horror. She knew there were diminutive species, but to have so many different ones all here. Something was wrong. And the fear in their eyes, it was like they saw her as…

“Twilight Sparkle,” a familiar cold metallic voice spoke up from behind her. Twilight spun around to see a figure by the door. It was hard to make out the figure in the shadow when she stood in the glow of so many domed cities but she swore it looked like a pony. The figure slowly closed the door. “You seemed to have wandered off.”

“Brainiac?” she asked. “Is that you?”

The figure took another step closer but was still in shadows. “Yes, Twilight Sparkle. As you requested.”

Twilight gulped. “What are all these?” she asked, her voice growing haggard, a lump forming in her throat. “Where did they all come from?”

“They are samples taken from previously visited and documented planets.” Brainiac spoke with finality. “The last of their kinds.”

“Last?” Twilight asked, her voice shaking slightly. “You don’t mean…”

“Cultures are continuously changing and evolving. It is illogical to study one moment of a species.” Brainiac took another step forward and Twilight saw a hoof illuminated by the glow.

Twilight lowered her horn in defense, tears beginning to form in her eyes. “Don’t take a step closer!” Brainiac complied and retreated his hoof. Back into the shadows. “You… You killed these ponies’ entire worlds and bottled them up to study them?!”

Brainiac responded plainly. “It is logical.”

“No!” Twilight shouted. “No! It’s not! It’s sick! It’s evil! It’s… It’s…” Apathy.

Twilight realized what the princess was so afraid of now. This creature… no, that was too good for it. This monster was born for only one purpose and no amount of life would get in its way. Twilight screamed as she charged the figure and drove her horn into its chest. Deep in her mind she knew it wouldn’t do anything to it, but her empathy for those poor souls behind her called out for her to do something.

Her eyes shot open from the tears as a cold hoof pushed against her head and her horn slid with a metallic *shunk* out of the figure before her. The figure pushed her forward until it too was finally bathed in the glow of the many bulbs. Twilight shrank in terror at the horror before her. Brainiac had put its mind into a pony to be sure, but it was a monstrosity. It had chrome metallic hooves that were as big as her brother’s. Its body shown with a sickly metallic sheen as well, only with a purple and green finish. But its head was the most terrifying. Skeletal teeth decked the underside of a metallic skull with lifeless hollow eyes that glowed with terrifying purple light from their depths. Above the eyes, inscribed on the forehead was a symbol. One Twilight had just learned earlier from the princess. She shook with fear as she gazed into the dead eyes and triangle symbol. “What do you want me for?”

Brainiac showed no emotion in his response or expression, for his shell simply could not. “You, Twilight Sparkle, are the most powerful creature on this planet. You will help with the repairs of this vessel.”

“And if I refuse?” Twilight bit her lip and asked defiantly.

Brainiac lowered its skull head closer to her until it sat an uncomfortable distance from her nose. “I am reviewing our previous conversations and I do not seem to find the mention of a choice.”

Twilight gulped.

“You ever wonder why they call it a sunrise?” a police officer mused as he sat on the curb beside his partner. They watched the sun rise over tall Manehattan landscape.

The other one looked at him. “Are you serious? Its cause Celestia ‘rises’ the ‘sun’. Duh!”

The first officer shrugged. “Well, I mean, what about before Celestia? Did they call it a sunrise then?”

The other one lifted and hoof and opened his mouth to speak, but then lowered it with a perplexed expression. “Huh, never thought of that.”

“Right!” the first one shouted. “Cause if Celestia wasn’t around to raise the sun, why would they call it a sunrise?”

“Well, it’s gotta rise somehow, right? It’s not like the sun didn’t exist before Celestia.”

“Hmmmmm.” The first rubbed his chin in thought. “You think we might be heading into an intellectual and perhaps philosophical deep end from which we may not recover?”

The other rubbed his head. “Well, I can’t stop thinking about it now! Can you?”

The first smiled. “Oh yeah! It’s actually pretty easy. Just turn it off.”

“…I can’t decide if you’re smart or stupid.”

“Hey! That’s what my dad used to say!”

Suddenly a yellow Pegasus with a pink mane flew by them, she stopped just a few hooves away and backtracked till she stood before them. She was panting as if she had been running all night, her face covered with sweat.

“Hey,” the second officer asked. “You okay, lady?” The yellow Pegasus panted as she tried to respond, wearily waving her hooves in the direction she had come, but no logical sound seemed to come from her wheezing. The second officer gave the first a confused look. “Alright, ma’am. How about we just go take you some place where you can get a drink and maybe we can help you.” He grabbed her by the shoulder and the Pegasus immediately slumped onto him from exhaustion. He sighed.

“OOH! OOH!” the first officer shouted. “Can I make the sound?”

The second rolled his eyes. “Sure, go ahead.”

The first smiled broadly as he cleared his throat. “WEEEEEE WOOOOOO! WEEEEEE WOOOOO!”

The second held a hoof to his ears as he began to walk with the passed out mare. “Okay, I change my mind!”

“CLANK! CLANK! CLANK! CLANK!”

“I said I change my mind!”

“DOOOOO DEEEEEE! DOOOOO DEEEEEE!”

“Shut up!!”

A Day At The Races

Brainy raised his head with a weary groan. Somehow during the night he had fallen asleep draped on top of an overturned love seat. He wiped a hoof across his face and tried to get back up. He found his back legs were asleep as he slipped and crashed onto the floor, awakening the other guests who stayed after the festivities.

Rarity rubbed her aching head as she attempted to stand from the piles of dresses on top of her. She crawled out and shook glanced at a mirror, her eyes shooting open. “My coiffure!” She dashed quickly to the bathroom.

Sassy and Coco were curled up together on the couch, their faces mere inches apart. With the crash and Rarity’s loud cry, they fluttered their eye open and looked at each other. They both screamed as they pushed each other away. Coco falling off the couch while Sassy unintentionally pushing the couch over. Applejack raised her head from a pile of cushions to the side of the couch, its fall waking her.

Brainy took a look at his sleeping legs and realized why. Sapphire Shores had attached herself to his back legs in a bear hug. His simple black dress that Rarity had provided was still on him, though Sapphire seemed to be sucking on the tail like a pacifier. Brainy looked around for a way to remove himself from the situation. Salvation came in the color pink.

Pinkie Pie bounded into the middle of the party room, landing with grace on a glass table in the center. She held in her hooves seven plates with breakfast, the smell enticing the recently awakened ponies to gather round. “Hello, party animals!” Pinkie shouted. “Boy, last night was something, wasn’t it? Couldn’t have done it better myself!”

A moan of agreement echoed from all the gathered ponies. Sapphire now had her eyes open and had stopped sucking on Brainy’s dress, however she still refused to relinquish his legs. In fact she seemed to hug tighter as she now began to rub her nose in his tail. Brainy crawled toward the table and planted his hooves on the glass, his face still not giving anything away.

Pinkie jumped down from the table and set a plate in front of Brainy. “You did a great job last night,” she whispered. “I’ve got a super special awesome breakfast for you.” Brainy eyed the plate. His olfactory senses were screaming for him to eat it. And he was pretty hungry. Brainy shrugged and began to eat.

He eyed Pinkie wearily as he ate. The pink mare had given him a lot to think about in only a days time. He had only been alive less than two days and already somepony was calling him a friend. Brainy stopped eating as he considered this. No, it wasn’t that he had been alive less than forty eight hours. He, as in Brainiac, had been alive for millennia. This body was a shell nothing more. Brainy was a fiction, something to bring the ponies closer to him and in so doing make them easier to strike at. Still, he couldn’t help but feel some kind of elation whenever he saw the pink mare.

After a few minutes Rarity finally exited the bathroom with a flourish. “Perfect!” she announced.

Applejack rolled her eyes and smiled. “So glad you could join us.”

“MMMMmmm. Me too.” Sapphire had finally released herself from Brainy’s posterior and joined the table. However now she threw her hooves around Brainy’s neck in a rather too friendly hug. “Rarity you know some wild ponies.”

Rarity blushed. “Um, yes, well… I haven’t really known Brai- Brianna all that well but-”

“It’s cool, Rarity,” Sapphire waved a dismissive hoof. “I know.”

“You do?” Rarity asked as everypony seemed to raise their eyebrows. “I mean, about what?”

Sapphire dug a hoof into Brainy’s dimple affectionately. “Not often you see ‘that’ on a mare,” she joked.

Everyone in the room but Coco seemed to blush profusely. Coco looked around at everypony’s reactions. “Um, am I missing something?” Applejack leaned over to the mare and whispered in her ear. Suddenly her cheeks were bright red as well. “Oh.”

“Still he’s quite the looker,” Sapphire continued. “Aint you handsome?” Brainy simply continued to eat. Sapphire chuckled and squeezed a little tighter. “Ha! I love the silent types!”

“Yes, well,” Rarity cleared her throat as she sat down to eat. “We really should get you out of that dress if the jig is up.”

“Hmmm, I’d like to get him out of that dress too,” Sapphire commented with a grin. Brainy did not respond physically but one pony noticed his eyes squint in frustration.

Somehow Pinkie appeared in between Brainy’s back and Sapphire. She looked at Sapphire with a stern expression. “Brainy doesn’t like that!” she proclaimed.

Sapphire looked surprised as she turned from Pinkie to Brainy. Then a smile played across her face. “Okay, okay. I get it. Don’t worry.” She let go of Brainy and went over to her own plate. “I wouldn’t dream of stealing another mare’s stallion.”

Pinkie blushed red once more and shouted a response. “Brainy isn’t like that!” Pinkie was surprised to see both Applejack and Rarity join her shout saying the exact same thing. All three mares blushed. Brainy simply continued to eat.

After breakfast, Brainy went to the bathroom with Rarity to get out of the dress. Applejack and Pinkie began to pick up the plates when AJ noticed the clock on the wall. “Sweet Celestia! It’s already 12!”

“What!?” Pinkie shouted. She looked at the clock as well. “The Wonderbolts Relay is starting in an hour!”

Rarity burst from the bathroom once more, this time in a more frantic flourish. “What?! But it will take us at least an hour to get the dresses back to our hotel!”

Applejack pulled her hat over her head. “Not to mention I gotta return that cart to Cherry Jubilee!”

Coco began to panic as well. “Plus it will take nearly an hour walking through the traffic on one of the busiest days of the year.”

All three mares screamed in desperation. Brainy walked out of the bathroom slowly, his hair undid and the dress folded up in Rarity’s hooves. He looked at their buzz of movement with little interest.

Sapphire appeared at her doorway holding an envelope. “What’s all the fuss about?” she asked.

Rarity ran over to her and shook her hoof furiously. “Thank you for the hospitality, we really appreciate it!”

Applejack joined in. “But we have to go!”

Sapphire frowned. “But your little friend’s race isn’t for another hour.”

“I know!” Pinkie shouted. “We gotta get moving!”

They all tried to dash out the door but Sapphire put a hoof in front of them. “Woah, woah! You girls worried about your stuff?” All three nodded in a panic. “Taken care of.”

“Huh?” they all replied.

Sapphire laughed. “Wow, you three don’t remember anything about last night.” She pointed at Rarity. “All you did was spout about how much of a hassle it was going to be to get your dresses back to your hotel.” She pointed to Applejack. “And all you talked about was finding some way to repay that Cherry Jubilee girl.” She shrugged. “Well your dresses are on their way and your apple cart is already with Miss Jubilee at the Mareiott. I even threw in a nice gift basket.”

The two mares looked at the pop star in stunned silence with their mouths agape. Pinkie was the one to break the ice. “We still need to get across town in less than an hour!” she shouted.

Sapphire laughed again. “And you kept talking about your friend’s big relay. Well, guess what? Sha-BAM!” She threw the envelope on the table and several tickets spilled out. “Just so happens I have box seats!”

All three mares now looked stunned. Coco spoke up this time. “But how do they make it across town in time?”

Sapphire grinned again. “That’s where the fun part comes in.” She walked over to the window and pushed it open. A breeze floated in as a large ship slowly descended until its deck was level with the room. The ponies all looked out with their mouths agape as they stared out the window at a large blue airship with a blimp balloon with a giant dolphin painted on the side. “I hope you didn’t think somepony like me just drove around in a carriage?”

Everypony but Brainy stared on in disbelief. Brainy took a long look at the airship before shrugging his shoulders. “Meh.” He had seen better.

A pony in a captain’s hat pushed a large plank across the side of the ship onto the balcony. They all said their goodbyes to Coco and Sassy as Rarity was the first to proceed followed by Sapphire with Applejack and Pinkie Pie coming up the rear. Pinkie frowned as she turned back. “Well, are you coming, Brainy?” she asked him.

Brainy furrowed his brow in confusion. “Why do you wish for me to attend this ‘race’?” he asked monotonously.

“Cause you’re my friend, silly!” she giggled. Brainy eyes opened a little wider than normal. After that smallest of expressions, he returned to his blasé attitude and followed Pinkie across.

Sapphire spread her hooves, showing the whole ship to the ponies. “Welcome to the High Life!”

Rarity gasped in delight as the ship began to set sail. She ran to the prow and held out her hooves in delight to catch the air flowing past her. She let out a squeak of surprise as she felt Brainy pick her up by her waist and raise her a little higher. “What are you doing?” she asked. Then she felt a much nicer breeze and looked down to see even more of the city. “Oh,” she blushed. “Please continue.” She whooped with delight as Brainy lifted her higher.

“Ooh! Ooh!” Pinkie shouted. “Me next! Me next!”

Pinkie seemed so excited about it that the moment Brainy put Rarity down she jumped onto his back. Brainy did not respond with a moan or eye roll, but he did blush profusely. He lifted Pinkie up in the air as she giggled at the wind tickling her fur. “WOOOOOO!” she shouted. “I’m the princess of the world!” Rarity kicked herself for not thinking of saying that as well. Applejack merely laughed at her friends’ antics.

Within a few minutes they already came into sight of Madison Mare Garden. The stadium’s dome roof had been lowered in order for the Wonderbolts to fly at their maximum capacity. Four giant towers stood in the center of the stadium that reached up and out of the roof. Around them were many hoops in odd and various angles. The ponies stared at the sight before them as the captain approached. He saluted to Sapphire. “Ma’am, we’ll be docking in about ten minutes if you wish to get ready.”

Sapphire winked at the captain. “Thanks, and don’t wait up for us. Biggest party of the century’s gonna go down here tonight!”

“You know it!” Pinkie shouted in agreement.

Everypony was smiling broadly as the ship docked at the top of the stadium where the box seats were. They all walked off onto the balcony walkway as the ship pulled off once more. Pinkie was the first to stop as she gasped in distress. “Oh my gosh! The tickets!”

Applejack turned to her with a confused expression. “Sapphire has the tickets Pinkie.”

“Not her tickets! Our tickets!” Pinkie corrected her. She pulled the three ponies’ tickets out of her mane and rushed to the edge of the balcony. “I’m sure somepony else would really appreciate them!” She tossed the tickets off the side of the balcony and watched them flutter down.

Applejack walked over to the edge too and watched them fall, a sinking feeling finally hitting her. “Y’know, we haven’t seen Twilight or Fluttershy in over a day. You think they’re alright?”

Rarity’s demeanor changed as well. “Oh, you know you’re right. I would’ve thought they’d join us last night. Twilight knew the show was at the Hillton Premiere. I hope everything’s okay.”

Sapphire noticed their concern and smiled. “Don’t worry girls. I’ll have one of my security wait at the gate for your friends. I’m sure they’ll be here.”

The ponies smiled a little as that seemed to alleviate their spirits. They all began to walk again but Brainy stayed behind, watching the tickets as they continued to fall. “What’s up, Brainy?” Pinkie called as she turned to look at him. Brainy did many calculations in his head as to just where the tickets would land. It was a simple problem but it was the closest thing he’d had to an intelligent challenge in twenty four hours. He deduced that the tickets would land two blocks away by the Marewood and CanterContinental hotels respectively. He turned to catch up with the group. “What was that about?” Pinkie asked.

“Just thinking,” Brainy replied.

Wind Rider slammed the door to the Marewood Hotel in a huff. Kick him out, would they? He was a hall of famer! They should have been begging for him to stay, free of charge! “And don’t think I’ll come back after that!” he shouted.

Where had his life gone wrong? He was respected once, revered. Then it all went down after he met that stupid rainbow maned floozy. She took his record, his dignity, and now he couldn’t even get a ticket to the races. He was a pariah, a social outcast. He grit his teeth in frustration.

At that same moment across the street another Pegasus was being kicked to the curb for having stayed more than two months in the CanterContinental Hotel. The manager tossed her out and Lightning Dust landed on her flank on the curb with a thud. “Consider this your pink slip!” the manager shouted as he slammed the door on her.

Lightning Dust rubbed her flank as she stood back up with a scowl. All she had done was try to live in one of the hotel rooms. She barely got paid anyway, the least that crappy hotel could do was let her stay somewhere rent free. Her mind flashed back to how she had reached such a slump. “Grrrrrr!”

“This is all Rainbow Dash’s fault!” both ponies across the street from each other shouted. Surprised, they both turned to each other. Lightning Dust immediately brightened up.

“Oh my gosh!” she shouted and ran across the street. “Y- You’re Wind Rider! One of the best flyers in Equestrian history.

Wind grinned a little at receiving some praise that had alluded him for so long. But he was still curious. “I’m sorry. You were saying something about Rainbow Dash?”

Lightning’s demeanor changed drastically as her scowl returned. “Grrrrrrr! That pipsqueak cost me a place in the Wonderbolt Reserves. Wait, how do you know her?”

Wind scowled as well. “Let’s just say my story’s pretty similar.”

Lightning rolled her eyes. “I can’t believe that dumb airhead gets to fly with the Wonderbolts today!”

Wind accompanied her eye rolling. “Tell me about it. Because of her the Wonderbolts hate me so much now that they wouldn’t even let me buy a ticket.”

“Stupid Rainbow Dash,” they both muttered. “I just wish there was something we could do to get back at her.” Suddenly two pieces of paper blew through the air and slapped both ponies in the face.

Wind and Lightning scowled even deeper as they tore the paper from their faces and were prepared to throw it. Then something caught their eyes. The papers that hit them were tickets to the Wonderbolts relay race. Lightning’s scowl turned into a devilish smile as she turned to Wind. Wind’s scowl became an evil grin as he turned to Lightning.

“What do you say we show that blue moron a thing or two?” Wind chuckled.

“Couldn’t have put it better myself,” Lightning laughed.

Rainbow Dash had gotten into her suit hours ago. Long before anypony else was supposed to. Even Soarin and Spitfire had waited until the half hour mark to get dressed. Spitfire chuckled at Rainbow who paced nervously in the locker room. “Don’t worry about it, kid,” she said. “It’s not like it’s an international competition or anything. Just a relay race. Plus if do anything like you had during the practice it’ll be a cinch.”

Rainbow smiled at the support from her idol. True, yesterday’s practice run was awesome and she did even awesomer. But practice had nothing to do with the actual thing. While Rainbow Dash loved to show off and perform, playing in front of the huge crowd in Madison Mare Garden was another story.

“Hey kid!” a voice called out from the door to the locker room. A mare in glasses and carrying a clipboard stuck her head in. “Reserve members are lining up on the field for a preliminary show. Get ready.”

“Okay!” Rainbow replied with enthusiasm. She donned her goggles and flew out the door. Spitfire watched her leave her signature rainbow trail through the air.

“That kid has got way too much enthusiasm,” she chuckled.

Fleetfoot nudged her in the side with a grin. “I seem to recall somepony else being just like that when they started out.” Spitfire pushed her friend away with a smirk and continued to don her uniform.

Outside Rainbow Dash zipped to the center of the field and joined the lines of Wonderbolt Reserves. Most of them were young and eager like her, their heads pointed high as they stared up at the incredibly tall poles containing the rings they’d be flying through during the race. Rainbow Dash, however, didn’t seem to notice the imposing rings. What got her to gulp in anxiety was the enormous amount of ponies already in their seats. The stadium was enormous and seemed to reach super high. She tried to shake it off.

What was she worried about? She’d competed in the Equestrian Games and that crowd had been even larger. There was just something odd about today that she just couldn’t get over. She laughed to herself as she considered what Pinkie might have thought about her gut feeling, what with her Pinkie sense and all. That’s when she heard it. Over all the murmurs and talking of the crowd came a single mare’s incredibly loud voice. “HEY RAINBOW DASH!!!!”

Rainbow looked up trying to scan where the voice had come from but couldn’t find it. “HEY!!!!! UP HERE!!!!!” She kept trying to look as the voice continued to shout. Finally she noticed a familiar pink poofy manedo nearly falling off the side of a luxurious box seat at the center of the stands. Two other familiar ponies were holding Pinkie back from falling over as she enthusiastically waved at her.

Rainbow cupped her hooves over her mouth. “What are you guys doing up there?” she asked.

“WHAT!!!!!???” shouted Pinkie.

“I said what are you guys doing up there?!”

“WHAT!!!!!!!!???!!??!?!?”

Rainbow braced herself to shout. “WHAT ARE YOU GUYS DOING UP THERE!?!?!?”

The Reserve members all cupped their ears as they turned to look at her. Rainbow blushed a little and pardoned herself. “Excuse me a minute.” She flew up to the box seats and landed to greet her three friends. Applejack and Rarity pulled Pinkie Pie back into the box as the pink mare jumped at Rainbow hugged her tight.

“OOH! I’m so happy to see you again!” she shouted. “It feels like it’s been forever and a half!”

Rainbow rolled her eyes as she pried Pinkie from her. “It’s only been like a day, Pinkie.”

“And you would not believe the day we’ve had!” Pinkie replied. “OH! Right! I’ve got to introduce you to our new friend!” She dashed into the box as the sound of pulling and pushing could be heard. “Come on! Come meet Rainbow Dash!” Pinkie pleaded as she tried to budge somepony inside.

AJ shrugged as she too came in for a hug. “This might take a while. The pony Pinkie met is kind of shy.”

“I’ll say,” Rarity agreed. “But he saved my fashion show and helped Applejack so he’s okay in my book.”

Rainbow Dash lifted an eyebrow in curiosity. She really wanted to meet this pony that had impressed all her friends. Finally in a surge of strength Pinkie was able to push the motionless light green stallion out onto the terrace. His hooves scraped the concrete with a grinding noise as he was pushed along. Rainbow took one look at him and frowned. He was an earth pony with a purple mane and purple birthmark on his forehead. He stared at her blankly with an expression of disinterest. “Uh, hi,” she said reluctantly.

Pinkie appeared between the two and darted her eyes back and forth with a broad smile. Obviously she was hoping for them to hit it off. The stallion took notice and rolled his eyes. “Hello,” he replied.

When nopony else said anything Rainbow rubbed the back of her head in confusion. She leaned over to Rarity. “Uh, are you sure this is the pony that helped you out?”

Rarity giggled. “I know he might not seem like much and is pretty quiet. But Brainy is a true friend.” She wrapped a hoof around his shoulder.

“Sure is,” AJ added as she too wrapped her hoof around his other shoulder. Pinkie completed this popping up behind him and wrapping her hooves around his neck.

Rainbow shrugged. “Well, if you say so.” She just didn’t see it. She raised an eyebrow as she studied him a little closer. “He looks a little weak for a stallion.”

Applejack chuckled. “Trust me. You don’t want to test that.”

Suddenly a horn was blown. Rainbow looked down as the Reserve members began to take off. She needed to get back into formation. “Uh oh, I’m late. Sorry guys, gotta go.” She waved goodbye as she jumped off the balcony. She glided slowly down to her spot just as they took off again. She still couldn’t shake off the feeling like something bad was going to happen.

Pinkie Pie frowned as she watched Rainbow fly off. “She doesn’t seem to like Brainy,” she sighed despondently.

Rarity shrugged. “He is a bit of an acquired taste, I’ll admit. Um, no offense.”

“No offense received,” Brainy replied in monotone.

“But why?” Pinkie yelled as she grabbed Brainy’s face and squished it against hers. “He’s just so adorable!”

Applejack chuckled to herself. “Maybe you just have an easier time dealing with ponies like Brainy, Pinkie.”

Pinkie didn’t seem to get the implication. “What do you mean ponies like him?”

Rarity and AJ looked at each other, not sure how to bring up the demeanor of Pinkie’s beloved older sister. “Um, what Applejack means is…” Rarity thought for a moment. “Less… outspoken ponies.”

“But Brainy loves to talk,” Pinkie replied. “Right, Brainy?”

“Speech is the most effective form of transmission of nonvisual or virtual information available at this time,” Brainy replied.

The three stared at him with odd looks, Pinkie being the first to break as she gave him a friendly bump on the shoulder. “Oh, Brainy. You and you’re silly made up words.”

Wind Rider gave an ominous grin as he watched the Wonderbolt Reserves fly high into the sky. After making their way into the stadium, he and Lightning Dust snuck down to the competitors’ area where the lockers were located. Lightning had suggested sabotaging Rainbow Dash’s costume but they were disheartened to find her already wearing it. However, Wind Rider had something else in mind.

“Well, she’s already in the air,” Lightning sighed. “What are we supposed to do now? It’s not like we can just fly out there to sabotage her.”

“Don’t be so hasty my easily dismayed friend,” Wind chuckled. He walked over to a large basket cart and reached in to produce two articles of clothing. One was a Wonderbolts uniform and the other was a Stadium technician outfit.

Lightning grinned. “Nice! Now we can get on the field with nopony the wiser.”

“Yes,” Wind sighed as he lifted up the employee uniform. “Unfortunately the Wonderbolt outfit is too small for me so you’ll have to wear it.” He threw it over to her. “Consider this your second chance to outdo that upstart.”

Lightning snatched the uniform out of the air, unsure of what to say. “I… Thank you.” This had been a moment she’d wanted for so long. To be given it by one of her heroes was incredible. Lightning saluted. “I won’t let you down, Wind. I’m going to wipe the floor with that rainbow mop!” She smiled broadly with joy as she dashed somewhere she could put the outfit on secretly. Wind watched as she left with an ominous grin.

“Oh, don’t worry, my dear,” Wind whispered as he smiled down at the stadium uniform in his hooves. “I don’t need that uniform for what I’m planning.”

When the reserve’s preshow was finished, Rainbow came in for a landing as the rest of the main Wonderbolt team flooded into the stadium. Immediately the crowd’s cheers grew in volume as ponies like Soarin and Spitfire flew to the center of the stadium to wave at the crowds. The main team all landed slightly in front of the reserve team. That is, all but one. To Rainbow’s surprise one pegasus flew to join the reserves, standing a little at the end. Rainbow turned her head to look at her but the pony turned her head to avoid eye contact. She wore the basic goggles and face mask of all Wonderbolts so it was a little hard to make her out, but Rainbow swore she’d seen that mane before.

The ref walked forward in front of the Wonderbolts as she held a whistle in her mouth. In her left hoof she held a checkered handkerchief high in the air. The main team got into a deep stance for easy takeoff as the ref eyed them all. Then with the flick of her wrist she dropped the handkerchief and blew the whistle. The racers immediately took off. Just the main team would perform the first race, seeing as the reserves had just performed themselves. The latter half of the event would be the time for Rainbow to shine.

She watched the race unfold as Soarin took an early lead followed closely by Spitfire. The race was designed like an obstacle course with the pegasi having to fly through the hoops protruding from the four large metal poles. Each racer would pass through the lowest hoop to the ground followed by the next closest hoop on the next pole and so on and so on. Once the racers reached the top of the poles they would have to repeat the process and fly down through the hoops again only in reverse. Pegasi referees were posted at every pole to aid in the racers flight should someone miss or get hurt and fall.

Within a few minutes and after they had completed three circuits of the poles making it about half way up, Spitfire overtook Soarin. Fleetfoot was quickly dipping and dodging her way up to the front as well. But what was truly a surprise was… well, Surprise, who surprisingly popped up in a close fourth despite being close to dead last at the beginning. Soarin seemed to be having a tough time maneuvering as Rainbow Dash winced to see him nearly clip his wing on several of the sharp turns. She was so fixated on the game that she didn’t notice the suspicious pony from earlier slowly slipping her way through the lines of reserves to stand beside her.

When the mysterious flyer had reached the position next to Dash she leaned over to her. “Quite a show, huh?” she snickered.

Rainbow turned her attention from the game as the voice unlocked a memory within her. She lifted her goggles as she looked at the pony beside her. “Lightning Dust?” she asked.

Lightning lifted her goggles as well and gave Rainbow an evil grin. “What do you think of my new duds?”

Rainbow flew into a rage as she faced Lightning head on. “What are you doing here? You’re not a reserve!”

Lightning looked at her coolly as she rubbed a hoof over her insulated uniform. “You gonna rat on me just like last time?” Her tone was dripping with venom.

Rainbows expression fell as she remembered what had happened to Lightning. Sure, the pony had no account for the wellbeing of others but she was still a good flyer and probably didn’t deserve as harsh a punishment as she’d got, being kicked out of the Wonderbolts Academy altogether. Rainbow bit her lip as she contemplated what to do. “No, I’m not,” she finally said. “But you have to tell me what you’re doing here!”

Lightning smirked. “I’m just here to have a little fun. Maybe get a little rematch and some revenge in while I’m at it.”

“What are you planning?” Rainbow asked her with a glare. “If you’re planning on hurting anypony then I-”

“Relax, Dash,” Lightning waved a dismissive hoof. “The only pony I’m going to hurt is you when I show everypony here that I should have been the one in your position.” She pushed her forehead against Dash’s so they were butting heads. “You always came in second to me at the academy and now I’m going to show all of Manehattan what you’re made of.” She leaned in to her ear and whispered, “silver.”

That was the last straw for Dash who dug her hooves into the ground, ready for a fight. However, Lightning held up a hoof and pointed at the sky. “Save that heat for the track, Dash. Let’s just enjoy the show for now. We’ll have our chance to tango soon enough.”

Rainbow growled but relented as she too returned her attention to the sky. Spitfire had completed the first half and was already half of the way down. Amazingly, despite all the racers still on his tail, Soarin had kept his place at second. It was during these last few moments of the race that he decided to kick it up a notch and start using some pretty dangerous maneuvers to catch up. Soarin ducked and weaved through the rings as he just barely clipped his wing once more. The whole crowd seemed to let out a shocked wince. However the epitome of the race came at the final three rings.

Spitfire had just flown through the third to last ring when Soarin flew through a moment later. But, quite surprisingly, Surprise had made her way to his side and the two attempted to go through the ring at the same time. Their wings collided and Soarin lost his balance, flying straight into the ring itself. The crowd let out a gasp as they heard the pegasus’ collide with the metal. Soarin was immediately out cold and began to fall the fifty hooves to the ground. Spitifre turned her head at the sound of the noise and noticed her friend and teammate begin to fall. She saw the refs begin to fly toward him but knew they would be too late. Spitfire tore away from the race and flew back to catch Soarin just as he was about to hit the ground. The crowd cheered with delight as she flew to the ground and laid Soarin out for the medical ponies to take him. However, since she had not completed the last ring, Surprise flew through the last hoop to finish the race in first.

As all the Wonderbolts finally landed on the ground and began to wave, all of them tackled Spitfire and began to congratulate her on her save, even Surprise. The stadium couldn’t get enough of it as they began to chant her name. Even Rainbow joined in. “Yeah! Spitfire!” she screamed happily.

Lightning frowned as she looked at Dash and the stadium. “Why are you cheering for her? She lost!”

Rainbow smirked at Lightning. “You still just don’t get it, do you?”

Lightning grit her teeth in frustration. “The only thing I get is power! I’m going to wipe the floor with you so hard that everypony here will finally get what that word means!”

Rainbow rolled her eyes. “Fine, but promise me that you won’t do anything to endanger anypony again.”

Lightning furrowed her brow and bit her lip. “Fine by me.”

Pinkie cheered with the crowd as she saw Spitfire safely lower Soarin to the ground. “Wow! What a turnabout!”

AJ yelled with delight as well. “Don’t I know it!”

“That was truly a remarkable thing she did for her friend,” Rarity commented.

“Analysis of the height of the drop and Soarin Skies body weight, accompanied by the variables of wind and density of the ground indicate that he would have survived such a fall,” Brainy spouted. Everypony turned to him with wide surprised eyes. Brainy turned to them with a slightly confused expression. “Why then did the pony known as Spitfire attempt to save him?”

AJ frowned. “Well, Brainy, that’s just what you do for friends when they’re in trouble.”

“Yeah,” Pinkie said. “Besides, even if he survived I’m pretty sure Soarin would have been really hurt. Friends don’t want friends to hurt.”

Brainy turned back to the field and studied it closely. “But the pony known as Spitfire had to forfeit the race in order to accomplish this. Does that not mean anything to her?”

“Of course it means something,” Rarity replied with a smile. “It’s just that friends matter more than trophies.” Brainy watched as Surprise was offered the trophy and shook her head declining it. Instead she took it and gave it to Spitfire. Spitfire didn’t want to accept it, but Surprise refused to let her decline. She took it and held it high with a beaming smile. The ponies in the stands cheered. “There, you see? Everything’s right.”

Brainy’s head was ablaze with thoughts. “Logical outcome of the race was Spitifire’s victory. However, Spitfire lost. The sacrifice from her loss brought about an outcome that would allow her to become victorious. The equation has the same outcome, but… there is a different method to solving it.” Brainy’s brow was the most furrowed the ponies had ever seen it. He never tore his eyes away from the ground as Pinkie walked up to him and waved a hoof over his face. Suddenly his expression returned to normal and he turned to leave. “I must go alleviate unvital waste.”

AJ raised an eyebrow in confusion. “Beg your pardon?” Pinkie leaned in and whispered into her ear. “Oh.” Her face went slightly red.

Rarity went back to watching the show as Brainy left the box. “I do hope somepony looks after Soarin,” she said. “That knock to the head made the entire pole shake.”

“I know what you mean,” Applejack said. “It looked like that whole thing might just come down.”

Pinkie waved a dismissive hoof. “Oh, I wouldn’t worry about that. I saw a technician come out just before the race and tighten the bolts at the bottom.”

Rarity blew a sigh of relief. “Oh, well, that’s good.”

Once the Wonderbolt main team had left the stadium grounds, the reserves were brought into line for their race. Rainbow glared at the pony next to her just as she did as well. Lightning made a swiping motion across her throat, to which Rainbow frowned and mouthed the words “nopony gets hurt.” Lightning rolled her eyes behind her goggles and nodded. The ref stood in front of them as she held up the checkered flag. The two racers gave each other one last evil eye before they both dug in their hooves for a takeoff. The ref scanned the crowd of reserves and then let out a harsh whistle as she threw down the flag. The racers took off with two distinct pegasi in the forefront.

Off to the side, hiding behind a cart, a white maned pony chuckled to himself as he took off his technician outfit. He fixed his trademark leather jacket on as he turned to the race and watched. His smile could have sent fillies running. “That’s it, my dear,” he murmured. “Just get as close as you can to that little runt. Then you’ll find that little surprise I added to your costume.” His smile grew more twisted as he rubbed his hooves together.

Rainbow stuck close to the poles as she flew through the rings, Lightning right there at her side just outside. With speed and perfect precision the two weaved through ring after ring almost at the same time. Pretty soon, even faster than the main Wonderbolts team had done it, they had passed through the top hoop and began their way down.

“Who’s that trailing Rainbow Dash?” Spitfire asked as she held a hoof over her eyes to look up.

“Don’t know,” Fleetfoot replied with a smile. “But she’s got the girl on the ropes.”

Rainbow risked a glare to her side as she saw Lightning did as well. They were still neck and neck with the entire team far behind them. This race was just between the two of them. Rainbow refocused her determination on the hoops in front of her and gained a slight lead.

Lightning saw her opponent’s head push forward and she grit her teeth in frustration. This was the moment she’d been waiting for. No way in Tartarus was she going to fall behind now. Dash had told her not to hurt any of the other racers, but she said nothing about herself. Lightning grinned mischievously as she let out a big push and came back to neck and neck. As they turned another hoop, Lightning came in a little close to Rainbow, edging her towards the poles. Rainbow nearly clipped her wing as a result. The rainbow maned Pegasus shot her head at her opponent, furious.

“What the hay was that!?” she shouted over the airstream.

Lightning’s face became stern and fierce. “I’m not letting you take what’s mine again!” With another push she shoved Rainbow closer to the pole. However, to her surprise, Lightning felt herself get pushed toward the pole as well. The ponies were mere inches away from the large metal shaft and Lightning couldn’t stop herself from flying straight into it. Rainbow gasped as Lightning’s body flew past her and she hit the pole with a resounding thud. The dull metal sound echoed throughout the whole arena as ponies winced in sympathetic pain.

Rainbow smirked at her opponent. Serves her right, she thought. She returned to the race but stopped when she heard a terrified scream. Rainbow looked up to see that most of the other racers had stopped flying, some even flying away from the track as the pole Lightning had hit began to wobble and tip. The crowd gasped in horror and screamed as the large shaft slowly began to descend toward the stadium seats. Rainbow looked back to where Lightning had hit the pole and noticed that she was still attached to it. Lightning seemed to be struggling to free herself from the pole which somehow had a hold of her suit. Without a second thought, Rainbow dashed over to her and began to try to pull her loose. “What happened?” she asked.

Lightning’s eyes began to grow wide as she felt the pole continue to shift beneath her. “I can’t get it off!” She struggled to lift a small part of her uniform around her chest. “There’s something in the suit!”

Rainbow looked down and noticed that Lightning had pulled her suit just a little bit off the surface of the pole but it snapped back on when she stopped struggling. “It’s a magnet!” Rainbow exclaimed.

Lightning looked at her with terrified eyes. “What?!” The two pegasi continued to struggle with the magnet, adding both their strengths to pull it. In a quiet snap they tumbled back from the pole, Rainbow catching Lightning as she began to fall. She let out a small sigh of relief but was cut off as Lightning’s body began to drift back to the pole.

“Oh no you don’t!” Rainbow shouted as she tried to pull her back. However it was for naught as the magnet won out and dragged Rainbow along for the ride, pinning her wing under it. Rainbow screamed out in pain as the stadium attendees continued to run for their lives above them. With pain-stricken eyes Rainbow looked up and saw that they were on a collision course with the side of the stadium.

“Any other bright ideas?” Lightning asked dryly as she watched them head towards their doom as well.

Rainbow smirked. “You kidding? I’m not going out like this!” As they reached merely a few yards away from the stands, Rainbow kicked out her legs and was prepared to hold the pole up herself when it suddenly stopped and her feet were left hanging. “Huh?” Everypony looked up as they saw an older blue pegasus with a white mane and brown leather jacket holding up the pole further up the stands.

“Holy Hay!” Fleetfoot swore. “Is that Wind?”

“He’s holding the whole thing up on his own?” Spitfire added.

Wind Rider looked around at the gawking ponies. He pretended to struggle slightly as he held up one of the poles that he had rigged to tilt. On the inside he was grinning with delight as the pole had stopped exactly where he wanted it too, the bolts on the ground holding it in place. To everypony around him though, he was holding up a twenty ton piece of metal. He gave a signature smile to the crowd. “It’s okay everypony!” he shouted. “I’ve got it!”

The crowd went absolutely wild. Rainbow looked up at Wind and frowned. “Seriously? Wind Rider saved us?” She looked to her side at Lightning and noticed that her face was not fearful like before, or grateful, or even vengeful. She looked up at Rider with the saddest eyes she’d ever seen and started to cry. “Lightning? What the hay is going on?”

Lightning gave her a glance before covering her face to hide her tears. “That’s why he gave me the suit,” she muttered. She looked up at Wind Rider receiving accolades from everypony in the crowd as he held up the giant beam of death that would have crushed them. He caught sight of the two and gave them a slight sneer so that only they could see. Lightning’s face grew dark and she lowered her head in shame. “You bastard,” she whispered and continued to cry.

Rainbow tried to listen to every word Lightning said and suddenly the situation became clear. How Lightning had gotten in and gotten a uniform. The point of that magnet in her suit. Wind had played her for a foal and she and Rainbow were the stooges to his little play at a comeback. Rainbow closed her eyes and let out a hiss. “Oh, that is low even for you.”

Wind now began to play to the crowd as he lifted a hoof from the still stationary pole to wave at the audience. He did it. He was a hero again. This is what he wanted. What he deserved! And he’d been able to shame Rainbow Dash in the process as well, a bonus. Sure the Lightning kid suffered a little, but he didn’t care. Kids like that always land on their hooves. This was his moment, nopony elses.

Suddenly his thoughts were silenced by a horrid sound of something bending and breaking. He looked up with wide eyes as the beam began to slowly descend once more, only this time it was bending a different way. He looked down as ponies swarmed the pole base and tried to hold it in place. One side on the pole’s bolted base had not been able to withstand the weight and broke, sending the pole careening to the right. Right into another pole. “Nononononononononono!” Wind shouted as he no longer pretended to struggle with the weight of the pole, now feeling its full weight.

Rainbow looked up in horror as their pole collided with another one in the arena and that on in turn began to tilt toward the next. “You have got to be kidding me!” she uttered with a face hoof. Soon all four poles had collided and the fourth and final one was beginning to make its way back to the stands. The ponies began to scream in terror once more as many ran for their lives.

Applejack’s mouth was agape at the sight before her. “This is a nightmare!” she shouted. “We gotta do something!”

“We need to evacuate, Applejack,” Rarity shouted back. “Maybe we can corral some of the ponies out of the stadium before the beams fall.”

“Wait!” Pinkie shouted as she rushed between her two friends with a worried expression. “Where’s Brainy!?”

Rainbow watched with horrified eyes as the pole they were attached to began to grind against the second pole as it descended. She closed her eyes as the sparks from the two crashing poles came closer and closer. “Looks like this is it,” she uttered to Lightning. “Any last words?”

Lightning still hung her head as she did not even look up to see their impending death. She let out a solemn sigh as she said her final words. “I’m sorry.”

Suddenly it all stopped. Rainbow opened an eye to look at what happened and noticed the grinding had halted. The ponies in the crowd had begun to calm down as well as the screams began to die off. Rainbow turned her head as she looked to where the final pole had supposed to strike the stands. Her mouth fell agape at what she saw.

“Accounting for age of construction,”

All the ponies in the crowd stared with disbelief at the sight

“Variables of wind pressure, density of soil and temperature,”

Applejack, Rarity and Pinkie let their mouths hang open as they stared at the sight.

“Add the correct amount of force and pressure, and…”

Everypony drew their gaze upward as the green stallion who held the final beam on his shoulders lifted his body and sent the beam tilting the opposite direction. The beam came to a perfect vertical stop as the third pole let go and climbed higher to a perfect vertical. The process repeated again and again as Rainbow felt her pole begin to move upward and then stay pointed at the sky. When they were done gawking the technicians rushed in to sodder the beams to the bases. For the longest while the stadium was dead silent as they all stared at Brainy who rubbed his shoulders with a disinterested expression on his face. When he had finished he took a look around at the ponies staring at him. “It’s only logical.”

The crowd went wild and Brainy was swarmed by ponies. Some asking for his autographs, some asking if he was single, some just asking how he was able to do that. Brainy did not answer any questions as, impossibly, Pinkie appeared in front of him from half way across the stadium. “That’s enough questions!” she said with an authoritative tone. “My client has nothing to say!” She led them out and away into the halls of the stadium.

Rainbow waited there with Lightning as a team of Wonderbolts flew up to rescue them. They cut away the patch of Lightning’s uniform that had the magnet and struggled to lift it for Rainbow to retrieve her wing. Lightning said nothing as they were brought to the ground, her head hung in shame. Spitfire came running toward them. “Just what the hay happened out there?”

Rainbow took a glance toward Lightning’s defeated form and decided to herself that she’d give the poor mare a pass. “Sptifire,” she began. “I’m sorry, but it’s all my f-”

“No,” Lightning cut her off as she removed her goggles and face mask so Spitfire could recognize her. “It’s my fault.”

“Lightning Dust?!” Spitfire exclaimed.

Lightning hung her head in shame. “I wanted so badly to have a rematch with Rainbow Dash that I put my trust in a bad pony. He may have planned all this, but I’m the one who caused the pole to fall.”

Spitfire folded her hooves in thought. She lifted her goggles to give Lightning a stern look. “You snuck into a closed race and impersonated a Wonderbolt.”

Rainbow jumped in front of her. “Hey, it’s not her fault! Wind tricked her!”

Spitfire’s eyes went wide for a second and then she nodded. “Wind, huh? I should have known that skunk would try to get his popularity back.”

“Speaking of skunks,” a female voice came from above. Everypony looked up to see Fleetfoot and Surprise come in for a landing with Wind, his hooves wrapped behind back. “Found this guy trying to fly away as fast as he could after the first pole started to tilt. Knew something was up with him.”

Rainbow glared at Wind who frowned with anger and frustration and turned away. Just as she was about to let him have it for what he did to Lightning a familiar voice caught her ears. “Rainbow Dash!” Dash turned to see Rarity and Applejack run onto the field and tackle her in a hug.

“Ow!” Rainbow shouted as they accidentally mishandled her wing.

“Oh! So sorry, dear!” Rarity apologized as she let go of her friend.

“Guys!” The three turned to see Pinkie rush in with Brainy on her tail. She plowed into Rainbow Dash for a hug and got another cry of pain from the poor Pegasus. “Oops, sorry.”

Rarity turned to Wind and lowered her eyelids to a death glare. “You.”

Wind returned her glare. “Well, well, well. If it isn’t the little detective mare?”

“I knew you had something to do with this,” Rarity bragged with a flip of her mane.

Wind rolled his eyes. “Sure you did.”

“So what do we do with him, cap?” asked Fleetfoot.

Spitfire walked forward and smirked at Wind’s face. “Take him to the Manehattan police station. They’ll know what to do with him.” Fleetfoot and Surprise saluted and flew off with the prisoner in tow. Then Spitfire turned to Lightning. “Now we just have to figure out what to do with you.”

Once again Rainbow came in between them. “Please, Spitfire, it’s not her fault. She was tricked.”

“She still willingly interrupted a Wonderbolts race. The law clearly states that any act made to impede or obstruct on official racing event will be met with criminal charges.” Rainbow lowered her head as Lightning did the same. Spitfire frowned at their reaction and then started to smile. “However, this technically isn’t an official racing event since it’s for charity so…” Rainbow looked up with a smile as Spitfire shrugged.

Rainbow turned back to Lightning who still seemed to be down. Rainbow frowned and walked closer to her. She wrapped a hoof around her shoulder. “You know it wasn’t your fault,” she said.

Lightning rubbed a hoof over her nose to hide her sniffling. “I just… I just feel like such a moron for believing in him. He said this was my second chance.”

Rainbow gave her a smile. “That wasn’t your second chance.” She lifted Lightning’s head so she could see Spitfire. “This is your second chance.”

Lightning looked at Rainbow with disbelief as Spitfire approached the two. “You may have caused a lot of damage but I do still have to admit that you have serious potential, kid,” Spitfire said. “Though the Wonderbolts may officially look down on your cocky attitude and lack of discipline. I can think of one pony that might be able to help you with that.” She winked at Rainbow Dash. “If you consider training under her for a while, come next year we’ll let you try out for the reserves again.”

Lightning’s mouth fell open as she didn’t know what to say. Her eyes began to water as she turned to Dash who nodded an affirmative. “Hey, it’s cool with me,” Rainbow said nonchalantly. Lightning grabbed the mare in a hug and Rainbow patted her back as she felt her softly cry into her shoulder. When she was finally done, Lightning wiped her face and looked back at Spitfire. “Ahem. That’s fine with me, ma’am.”

Spitfire smiled and saluted, to which Lightning did as well. The fiery orange maned pony then trotted off to see to her friend, leaving the other friends alone on the stadium grounds. Lightning continued to sniffle slightly but her face did not give away her sheer joy. “So, that was pretty cool what you tried to do for me back there,” she said to Rainbow Dash.

Rainbow waved a dismissive hoof. “Aw, it was nothing. That’s what friends do.”

Lightning lit up at this. “I’m actually kind of glad I met Wind now. If it wasn’t for him and those tickets we’d found I never would have come here.”

Pinkie Pie perked up at this mention. “Did you say you found those tickets?”

Lightning shrugged. “Yeah, two tickets just kinda flew into our faces on the street.”

Pinkie couldn’t contain her excitement. “Oh my gosh! Oh my gosh! That was our tickets! Just think!” She ran over to Dash and Lightning. “If we hadn’t thrown those tickets away, you would have never made up with Lightning Dust!” Then she appeared behind Rarity. “And we never would have thrown those tickets out if we hadn’t been invited to box seats by Sapphire, which we never would have been if we hadn’t been at Rarity’s fashion show.” She now appeared in front of Applejack. “Which we wouldn’t have been at unless Applejack hadn’t gotten a catering job there. Which she wouldn’t have gotten if she hadn’t been brave and given out her apple samples early. Which never would have happened…” Finally she appeared behind Brainy and squeezed him enough to turn him blue. “If I hadn’t met Brainy!!!!!!! So don’t you see his appeal now, Rainbow?”

Rainbow looked dumbfounded at her friend’s logic but simply laughed it off. She stared at Brainy with a discerning eye and shrugged. “Well, he did save us all. I guess he’s cool to hang out with us.”

Pinkie mane shook and nearly exploded with confetti. “HOORAY!!!!!!!! Did you here that Brainy? Now you have the Rainbow Dash seal of approval!”

Brainy struggled to breathe once more as she let go of him. He turned to the ponies all looking at him. “This is… acceptable?”

“Indeed,” Rarity smiled. “However, I must know how you did all that?” She waved a hoof in front of her face. “I honestly didn’t expect such a display of strength from somepony of your physique.”

“I am strong, but strength had little factor in this,” Brainy said blankly. “The poles simply presented a problem of physics. I noticed the technician had unscrewed several bolts from each pole and deduced the amount of force necessary to knock them over. Once the first pole fell it was a simple effort to go to where the final pole would fall and push it with just enough force to right the poles while not causing them to topple over. The poles fell at a stable rate, allowing many ponies to void the impact zones so my original plan was to let events play out. However, Ms. Spitfire’s victory yet loss made me consider a new situation with new variables. The ponies could come back to rescue foals or aid hurt loved ones. I learned that one cannot count on a single possible outcome when it comes to pony reactions. You are… an odd species to be sure. But… you are acceptable.”

Everypony stared at Brainy with a look of confusion, not getting about half his words. Pinkie broke the stare as she plowed into Brainy and gave him a huge hug. “Oh, Brainy,” she giggled. “You say the silliest things.”

They all looked at each other for a moment and then joined in the laughter. Lightning was the first to stop as she wiped a tear from her eye. “So, what now?” she asked.

“Now,” came a familiar female voice from behind them. They turned to see Sapphire approach with a cadre of other cool dressed and stylish ponies. “We get ready for the party of a lifetime.” At this mention everypony let out a cheer.

As they all filed off the field to prepare, Applejack rubbed her chin in thought. Rarity noticed and turned to her. “What is it, Applejack?”

“Well, it’s just that there were three tickets. I’m wondering where the third ended up.”

Rarity laughed and waved a dismissive hoof. “Oh, don’t worry about it. What are the odds that it was another pony we know?”

As she walked out of the gates to the enormous stadium Gilda took a look back and smiled. “That Rainbow Dash keeps on impressing me,” she muttered.

“Hey, Gilda!” called another griffin in a group across the street. “Did the game let up?”

Gilda crossed the street to join her friends. “Yeah, you won’t believe what happened!”

“Can’t wait to hear it,” the griffin replied with a smile. “Good thing you found that ticket.”

“I know. I thought they were sold out.”

“Did you say hi to your friend?”

Gilda shrugged a negative. “Naw, she seemed to be a little busy. But I’m sure I’ll catch her later. Friends like her are hard to come by.”

“Ma’am, please,” the officer said as he tried to calm the hysterical yellow Pegasus in front of him down. “You need to speak slowly and clearly. We’re not getting what you’re saying.”

The mare took a deep breath and let loose with her explanation once more. “THERESTHISGIANTMONSTERANDITATEMYFRIENDANDITSGOINGTOCOMEANDEATEVERYPONYANDIDONTKNOWWHATTODOANDIJUSTWANTTOGOHOME!!!!!!”

The officer facehoofed as he sat back down. They had brought the mare to the station about two hours ago and she still wasn’t calming down. Whatever had happened had really shaken her up. His partner stood by the door as it opened and two Wonderbolts entered with a hoofcuffed individual in a leather jacket. “What this about?” he asked.

The Wonderbolt Fleetfoot shrugged over at the perp they had. “This scumbag tried to sabotage the race, nearly cost a lot of ponies their lives.”

“Awwwww!” his partner uttered woefully. “That sounds so much cooler than what we’re doing.” He pouted as he kicked the floor. The officer rolled his eyes as he took the perp and guided him to the cells.

Fleetfoot paused before leaving as she noticed a familiar Pegasus sitting on a bench with a blanket over her and some warm cocoa in her hooves. “Fluttershy?” she asked.

Fluttershy looked up and her eyes grew wide at the face of somepony familiar. She jumped up and sped over to her grabbing her by the collar and pulling her close. “OHTHANKCELESTIAYOURHERETWILIGHTGOTTAKENANDIDONTKNOWWHATTODOANDIREALLYNEEDTOSEERAINBOWDASH!!!!”

Fleetfoot frowned at the mare’s distress. “Okay, calm down! One word at a time, please.”

Fluttershy nodded, her eyes red and filled with tears. She let out a trembling long breath and winced as her words came out. “Where. Are. My. Friends?”

Who Am I?

Twilight was bound completely. Her magic wasn’t working and worse off Brainiac had taken no chances and wrapped her tightly in those metal tentacles that seemed to pop out from everywhere in the ship. She struggled helplessly as the metallic monster brought her command center of the ship once more. Wherever those hollow eyes drifted the tentacles would take her and he gently set her on the command chair in the center of the ship. Twilight let out a breath of relief as the tentacles unwrapped her and instead locked themselves around her hooves so she would be restrained on the seat.

Despite her overwhelming fear, Twilight glared at Brainiac with a fiery hatred. “You’ll never get away with this.”

“On the contrary,” Brainiac replied dryly in that metallic monotone. “I already have.” He raised a chrome hoof and a new screen appeared in midair with an aerial view of Manehattan. “I have already downloaded my primary program into an organic body which I have sent out to retrieve the remaining Elements of Harmony.” The map on screen began to shrink as it magnified to a certain area of the city. “Soon you will be reunited with your allies, only now you will all serve my needs.”

Twilight shuddered at the thought. There was another one of these monsters already out there hunting her friends. This Brainiac was bad enough. She couldn’t even imagine just what a Brainiac that looked like everypony else could accomplish. Her heart skipped a beat as the map finally centered on its target and Twilight could see the Madison Mare Garden. Ponies were screaming for their lives as the metal beams in the stadium began to fall on the crowds. However one pony caught the heavy poles and pushed them back upright. The resolution of the image was hard to make out but it looked like a green earth pony was lifting the thing by himself. Twilight looked on in confusion at the scene while Brainiac stared with his hollow eyes transfixed.

“This is… illogical,” he uttered.

“What is?” Twilight answered with a huff. “That somepony would be willing to risk his life to save others? How is that illogical?”

“Allow me to specify then,” Brainiac remarked with almost a harsh tone. “It is impossible.”

Twilight frowned and then looked back at the pony on the screen. She thought she could just make out a purple mane and even a purple birthmark on the forehead. Her eyes went wide. “That’s your…”

Brainiac turned off the screen as he stood still staring into space. When he finally turned around Twilight shuddered at the purple light emanating from those hollow lifeless eyes. “It appears I must move ahead with preparations,” he uttered. “If my other has truly been corrupted by your world then it is of the utmost importance that I repair the ship and… reeducate him.”

A new device lowered from the ceiling and wrapped around Twilight’s horn. A bead of sweat dripped form her forehead as she looked at the device. “What is this?”

“As I said, Twilight Sparkle,” Brainiac replied. “You are one of the most powerful beings in this world. Thus you will be a perfect energy source for this ship’s repair and mission.”

Twilight took in a sharp breath as she felt the first of her power begin to drain from her. “What mission?” she winced in pain.

“The acquisition of a culture sample from your world and then its destruction.”

The sun began to set as the ponies finally finished their preparations for the biggest party of the year. With the charity race complete and the poles still up, the rings had been redesigned as aerial stages for various ponies and pegasi to dance on or mingle. Rope bridges had been attached to the platforms and the stands for easy access and to make this party not just on the ground but on every level. Atop one of the pillars sat a large DJ station just waiting for a user. Brainy examined the device closely, fascinated by the fact that the ponies would have such a thing. It had no cords or electrical outlets so he assumed that it ran on magic. He pressed the on button and stepped back as his theory was proved correct by the machine whirring to life. Astounding.

“Brainy!” Pinkie called to him from below. “Come on! We’ve got to hang the banners!” Brainy nodded in reply and descended the platform. When he arrived on the ring that Pinkie was standing on he found her dancing around excitedly. She giggled as she handed Brainy one side of the banner. “Do you think you could take this to that platform on the other side?”

“Affirmative,” Brainy replied. While Pinkie expected him to just take a series of the rope bridges, Brainy instead just jumped clear across the field in a single bound, landing gracefully on the other platform with the other end of the banner in his mouth. Pinkie gawked at the feet and then shook her head in disbelief.

“Wow, Brainy!” she shouted. “That was amazing!” Other ponies in the stands and on the ground saw the jump and began to clap their hooves in approval as well. Brainy rubbed the back of his head embarrassed but did not show any emotion. “Alright,” Pinkie giggled. “Let ‘er rip!” They both unrolled the banner at the same time and Brainy looked down to see what it read. The words “Thank You Brainy!” were scrawled in childish pink font across it. While Brainy felt this to be quite juvenile, everypony else in the stadium applauded. He looked over to Pinkie who shrugged. “What can I say? You’re a hero!”

A hero. Brainy had been called many things in his long life but hero was never one of them. Now that he thought about it he didn’t even know what a hero truly was. The Earth had proclaimed Kal El to be a hero. Was that because he was strong and fast and nigh indestructible. Sure, Brainy was that too, but for some reason he didn’t quite feel like a hero. Whatever that felt like.

“Hey come on down you two!” Applejack shouted to Pinkie and Brainy. They both looked down as Applejack entered with several tables full of hors d’oeuvres and snacks. Pinkie licked her lips as she jumped down from platform to platform, Brainy doing the same. Pinkie rushed for the food but was stopped by Applejack’s hoof. “Hold on a minute, missy. Those are for when the party starts. And nopony’s getting in until the sun sets.”

“But we’re pretty much already ready!” Pinkie whined.

“Not exactly,” Rarity said as she approached them, a depressed look on her face. “It looks like Vinyl’s been delayed. It will take maybe another two hours for her to arrive.”

“Awwwwww,” Pinkie sighed as she slumped to the ground.

“Sapphire has offered to be the entertainment for tonight,” Rarity continued. “But I wouldn’t want her to miss out on the party.”

Brainy listened to the conversation intently. “Who is Vinyl?” he asked, earning a confused look from Rarity and Pinkie.

“Vinyl Scratch is only the most awesomest DJ in all of Equestria!” Everypony looked up to see Rainbow Dash fly down, out of uniform with Lightning Dust in tow. “Her taste in music is the bomb!”

“I know that I wouldn’t start a party like this without her,” Pinkie added.

Brainy rubbed his chin in thought as he looked up at the platform with the DJ station. “What is a DJ’s job?”

“She plays the music,” Pinkie chuckled.

“She spins the tracks,” added Lightning.

“She gives the party a life,” Rarity added. Brainy frowned as he was deep in thought.

“Anyway,” Applejack interjected. “We should probably start moving out some more food. Gonna be a lot of ponies here come a few hours and that’s a lot of hungry mouths to feed.”

All the ponies jumped back in surprise as Brainy leapt from the ground, causing a small billow of dust to spread out from where he jumped. They all turned their heads up as he landed on a platform above and then jumped again to the next one up. “What are you doing, Brainy?” Pinkie shouted.

Brainy landed on the platform with the DJ station and turned it on. He examine all the knobs, slides and buttons and dictated to himself where all connected to internally and what they should do. Beneath him Lightning Dust looked on in disbelief. “Does he seriously think he can use that thing?” The others looked at each other. Brainy had done odder things today, why would being able to DJ be any different.

“Well, I suppose we could give him a shot,” Rarity muttered.

Pinkie smiled broadly and yelled up to Brainy. “Ya hear that! Give us what you got!”

Brainy nodded as he examined the device further, a small smile playing across his face. This was his element. He could work any machine. This DJ station would bow to his technological intuity. He grabbed a black LP from the stash beneath the station and scrutinized it. This would do. He pulled some slides and turned some nobs as a static bass hung in the air. With a flourish he laid the track down and placed the needle on it. It began to spin but no music came out. Brainy frowned at this as Lightning began to laugh. “Ha! You see, he doesn’t know what he’s doing!” Brainy looked around until he noticed a small switch underneath the dashboard. He smiled as he flicked it and the sound blasted out. He slid his hooves along the slides and knobs making the beat bounce and shake in rhythm. Lightning stared up with her mouth agape as everypony else began to smile and dance. Only Pinkie truly noticed Brainy display something she’d never seen from him. A smile.

Rarity and Sapphire seemed completely on board with Brainy being the DJ in place of Vinyl Scratch. As more and more ponies began to file back into the stadium two ponies sat above them all on the Dj platform. Pinkie sat next to Brainy as they let their legs hang off the side and looked up at the stars beginning to come out. Brainy, however, looked down at all the ponies, his face expressionless. Only the slightest hint of trepidation was in his eyes. Eyes that Pinkie Pie knew how to read. She gave him a warm smile as she wrapped a hoof around his shoulder. “Just like I said before, you don’t have to do this if you don’t want to.”

“No,” he replied, quicker than even he expected. “I want to do it. I do not know why, but something inside is telling me that it will be…” he turned to face Pinkie, “fun.”

Her smile brightened. “Brainy, you’re going to do great things. You know how I know?” Brainy looked at her questioningly. “Because you’re my friend.”

When all the guests had finally arrived they were surprised to see the lights go dark. Everypony began to mill around, unsure of what was going on when a spotlight turned on and shown down on Sapphire Shores on a lower platform. “Good Evening, Ponies! What’s up?” The crowd cheered. “Oh well, it must be pretty low cause I can’t hear you!” The crowd cheered a little louder. “Come on! Is that the best you can do?” The crowd let out a deafening roar that shook the whole city. Sapphire had to cover her ears. “Okay! Guess that answers my question! What do you say we get this party started?” She pointed up as a new spotlight turned on and revealed Brainy at the DJ station. He looked out at the waiting crowd and Sapphire whistled to him to draw his attention. He looked down at her and she winked. “Hit it, baby!” Brainy spun the disc elegantly and bumped it into the air where it landed gracefully on the turntable. He dropped the needle and let a little grin slip as the music started up once more. Everypony cheered and began to dance and have fun.

At the beginning of the night, Sapphire performed her a song from her new album as Brainy accompanied with music. When she had finished she bowed gracefully to thunderous applause. Then Sapphire turned back up to Brainy and pointed at him once more. “Now let’s give a big hand to our guest of honor and master of ceremonies tonight! MC Brainy!!” The crowd went absolutely wild.

Brainy scanned the crowd as they applauded him finding so many new happy faces, but also some familiar ones. He saw that pony, Cherry Jubilee, wave to him from a box seat. He saw Sassy and Coco had come as well and were milling around the food tables chatting up other guests. He saw Rainbow Dash and Lightning Dust talking with Spitfire and Soarin, a bandage wrapped precariously around his head. Rainbow turned to him and gave him a wave and a small wink. He saw Rarity and Applejack dancing on a platform underneath him. What he didn’t see however, no matter how hard he looked was a specific pink pony. The pony that he had first met in the city. The pony that had offered him wise advice and called him her friend. The pony that maybe, just maybe, he could also call that.

Suddenly his vision went dark as Brainy felt a pair of hooves fall over his eyes from behind. “Guess who?” came a familiar voice. Brainy’s grin returned.

“Superman?” he replied.

Pinkie let go and came around to face him with a confused expression. “You and your silly words.”

They both looked down at the party as it raged below, Brainy turning to Pinkie. “I would assume that the premier party pony of Ponyville would want to be right where the action is.”

Pinkie looked back at him and smiled. “Well, I can’t think of a better place than right next to the guest of honor.”

For the second time tonight, Brainy showed her something she didn’t expect. Without warning Brainy grabbed her shoulders and brought her in for a hug. Pinkie’s eyes went wide at this but her expression soon turned more placid as she returned the hug in full. When they were done, Brainy pulled away from her and looked down at his hooves with an unemotional blush. “I would just like to say,” he began. “Thank you.”

Pinkie’s smile nearly leapt off her face it was so big. Rarely did she see this amount of emotion in her sister and to see it from a pony so similar meant the world to her. “I didn’t do anything, Brainy. Everything the ponies love you for, you did on your own.” She sweeped her hoof across the stadium at all the ponies. “They love you for who you are. Just like me.”

Brainy’s face fell at this. Who I am, he thought. “Who am I?” he whispered aloud.

Twilight could feel herself passing out as her magic was slowly but steadily drained from her body. She began to breathe heavily as she watched Brainiac continue to fiddle with the floating screens and manage a bunch of technology she could not begin to fathom. She tried to speak, to maybe talk some sense into the machine, but she knew in her heart that it would do no good. There was no heart in that vile creature.

Brainiac swiped away a final screen and turned to Twilight, his metal skull reflecting an eerie purple glow from the aura on her horn. “Repairs are at 98% and rising. You’re aid in this matter has greatly increased our estimated recovery time, Twilight Sparkle.”

Twilight grit her teeth as she wheezed out her response. “Go to hell.”

Brainiac stared at her unblinkingly. “In due time, eventually all worlds will be studied and annihilated.” He lifted a hoof and summoned a new screen. This one had a timer on it that counted down the seconds. “In mere moments the ship will be at maximum efficiency, then we will begin.”

“Begin… what?” Twilight moaned, feeling her consciousness begin to fade.

“Collecting samples,” Brainiac replied without the slightest hint of emotion.

Fleetfoot and Fluttershy walked into the party at its full swing, Fleetfoot supporting the poor trembling Pegasus with a hoof. “Damn,” she swore. “It’s already started. How the hay are we going to find your friends?”

Fluttershy’s face grew stalwart as she pushed off from Fleetfoot and walked forward into the fray. “I’ve got this.” She drew in a deep breath. “Rainbow Dash,” she yelled super quietly. “Rarity. Pinkie. Applejack.” The ponies continued to dance to the loud music, unaware of her calls.

Fleetfoot rolled her eyes and drew in a huge breath. “Yo!!!! Rainbow Dash!!!!!” she shouted. Several ponies covered their ears around her as one group of pegasi standing on a platform above looked down. Rainbow smiled as she noticed her friend she hadn’t seen in days.

“Fluttershy!” Rainbow called. She jumped from the platform and flew down to greet her but before she could even touch the ground she was tackled out of the sky by Fluttershy. The yellow Pegasus began to wail into her friend’s shoulder. “Woah, hey, what’s wrong?”

Fluttershy took a big sniffle as she pulled away from Rainbow, her eyes filled with tears. “Twilight is… Twilight is…”

Suddenly the lights in the stadium were overshadowed. A bright light appearing all of a sudden right above the city. Piercing white light pervaded every corner of the city, waking early bedders and drawing night owls from their hangouts. Rainbow covered her eyes as well as the whole crowd as they looked up at the lights. “What in Equestria is that?!” she exclaimed.

The lights moved like a spotlight, freeing the party goers to see what they attached to. Floating above the Manehattan skyline was giant metallic skull with long tendrils draping down from it. Fluttershy’s pupils shrank as she saw the tendrils swing about. “It’s here,” she whispered in fear.

Pinkie covered her eyes as she spotted the giant skull. “Wowie Zowie that’s big!” she shouted. “What do you think that is, Brainy? …Brainy?” Pinkie turned to her companion only to see his face was lost in thought. His usual expressionless face now once again showing something she’d never expected. Fear.

Brainy stared at the metallic ship as several thousand beams of light began to project from the hollow eyes. The image of a metallic skeleton of a pony, in chrome, green and purple, appeared earning a scream from many of the party goers and the ponies around the city. The hologram looked dead ahead as it began to speak. “Greetings, denizens of Equestria. I am Brainiac. Collector of knowledge. Due to circumstances beyond my control, your world has been selected as the next staging ground for my collection. Do not resist.” The hologram stepped to the side to reveal a pale and broken Twilight Sparkle, tethered to a chair with magic constantly being drained from her horn. Many ponies gasped at this, Pinkie’s eyes widening in disbelief as she drew her hooves to her mouth to stifle a scream. “Your princess has already fallen. Obey my orders peacefully and I can assure that no further harm will come to her, or you.” Everypony began to murmur nervously, some even trying to run away. “My first demand is simple. Relinquish my Primary and I will spare you all some suffering. Relinquish Brainiac. You have five minutes to comply.”

At this the hologram disappeared and everypony began to scream in terror, some however looked around confused. “Did he say ‘relinquish Brainiac’?” “But isn’t he Brainiac?” “How are we supposed to give him himself?” Pinkie listened to all these ponies murmur and worry, her own mind having made the connection. She slowly turned around to face her friend, a small smile of disbelief on her face.

“It’s alright,” she tried to laugh. “He’s just looking for some Brainiac. I mean it’s not like that’s…” She couldn’t finish as she looked straight into Brainy’s emotionless eyes. Only she could read his emotions and they were full of guilt. Pinkie felt her eyes begin to grow wet. “Brainy?” She tried to reach out to him but Brainy turned his face away and dodged her hoof. He refused to look at her as he jumped high and ascended the platforms. Pinkie watched in shock. “Wait! Brainy!!” She tried to climb after him and nearly fell as her hoof slipped, but her determination kept her going. She grabbed the edge of the topmost platform and climbed over to see Brainy messing with the wiring of one of the spotlights. She hoisted her body up and took a perilous look down at the stadium below. “Brainy, please! Talk to me!” she pleaded with tears in her eyes.

Brainy stopped what he was doing as he turned the spotlight up at the ship. After a long moment he turned back to Pinky with his still emotionless face. He saw the tears in her eyes. Tears he had seen many times throughout his eons of existence. Tears of fear. That is correct, he thought. This is who I am. He looked back at the ship and flipped a switch on the spotlight, causing the ship to be doused with a white light that alerted the many tendrils that hung from it. They began to descend. I am Brainiac.

Pinkie’s eyes grew wide as she watched the tendrils fly towards Brainy. She tried to jump in front of him to intercept them. Brainy saw this and frantically pushed her out of the way causing her to lose her balance on the edge of the platform. Time seemed to slow down as the tendrils wrapped around Brainy and Pinkie waved her arms in an effort to stay balanced. In a last ditch effort she shot out her hoof for support. Brainy reached over to grab her, their hooves barely touching. Suddenly time sped up once more and Brainy shot off in the direction of the ship his hoof still outstretched. He watched as Pinkie’s face fell and her body along with it, toppling off the platform and obscuring her from view. As the tendrils dragged him away, Brainy lifted his hoof to his face. This emotion was new. This emotion was unwanted. For the first time ever, Brainy felt sad.

Rainbow watched as Pinkie fell off the top platform and began to topple end over end towards the ground. She shot out and grabbed her just as she was about to become a pancake, catching the pink mare in her hooves. “Wow, two saves in one night,” she mused with a dejected smile. To no surprise, Pinkie was in worse shape. Even after a fall like that, the pink mare would always jump right back up. However, now there was nothing in her eyes. Rainbow watched as Pinkie’s signature mane deflated. “That’s not good,” Rainbow frowned.

A section of the ship’s hull opened up to allow Brainy to enter the inside. He walked up to where his other body stood triumphantly in front of the defeated Twilight Sparkle. His metal pony body stared at several screens in midair, scenes of ponies running for their lives and fires beginning to break out from mass panic. The shell turned to him. “It is good to see you are unharmed, Primary.”

Brainy did not respond as he watched to footage on screen. “Is this live?” he finally muttered.

The shell turned back to the screens with him. “Yes,” replied the metallic cold voice. “They are acting as all organic life has in these situations before. They will prove no different. You agree?”

Brainy turned to his shell, his face still as emotionless as always. “…Yes.”

“Good,” replied the shell as he lifted a hoof and swiped a new screen up. It showed the city from a horizontal view point with the ship at its center. Below the ship a grid of lasers spread forth and began to descend on the outskirts of the city. “Then we can begin collecting.”

Celestia had been locked away in her chambers for nearly three days now. All her efforts were going into charging the spell that would bring about the end of a monster and spare her ponies from any harm. At first when she had her prophetic dream of the creature she couldn’t believe such a thing could exist. However, after peering into the future for answers her worst fears were realized. Without this spell, the creature would annihilate her world and enslave her ponies. She saw the death and the apocalypse it caused, and it was the most terrifying thing she’d ever seen.

The princess of the Sun let out a breath she’d been holding for quite some time as her eyes shot open. Nopony else would be able to tell but Celestia knew. She had completed the spell and its power surged within her, just begging to be let loose. The new task would be to hold it in until she reached Manehattan to aid Twilight. She stood from her bed as wave of nausea rushed over her. She grabbed her head to steady herself as the door to her chambers burst open. “Princess!!” a young guard shouted urgently.

“I told everypony that I was not to be disturbed,” Celestia shot back, causing the guard to flinch.

“Apologies, princess,” the guard muttered. “But you also said to warn you if any urgent news had come from Manehattan.”

Celestia’s eyes widened. “Yes?”

The guard rubbed the back of his head, unsure of how to break the news to his princess. “Well, it seems the city has been… encased in some kind of unbreakable dome.”

Applejack and Rarity rushed to join Rainbow Dash, Fluttershy and Pinkie as they headed for the exit. Many other ponies hadn’t been so calm and the five friends found themselves trying to get through a stampede. “How in the hay are we gonna get out of here?” Applejack yelled as she held her hat down to keep it steady.

Rainbow looked up as she saw Sptifire, Soarin and Lightning Dust fly by. “Hey!” she called out, getting their attention. The three flew down and grabbed AJ, Rarity and Pinkie. Rainbow rolled her eyes as she had to carry Fluttershy who seemed to have curled up into a ball. They landed just outside the stadium facing the bay. Each pony let their mouth hang open as they saw what had just landed in the water. Lines of light had pierced the bay’s surface and drove the water down creating what appeared to be a small parting in the ocean. Rainbow turned her head as she followed it and saw that the lines of light had done more than part the water. They passed over the bridge out of town and seemed to cut it clean in half. Rainbow gulped as she looked up and saw that the lines were coming from the giant skull in the sky. “Can somepony please explain to me just what the hay that thing is!?!?”

Fluttershy muttered something to herself. “Monsters. Metal monsters. In a cage. Birds in a cage.”

Rainbow turned to Pinkie for answers. “Pinkie, you were up there when that tendril took Brainy. What did it want with him?”

Pinkie’s face was still crestfallen as she never lifted her head to respond. “I… think Brainy and that thing are somehow connected.”

AJ reeled at her. “You mean Brainy’s behind this?” she exclaimed.

Pinkie pursed her lips as her eyes grew angry. “No! I refuse to believe that! Brainy didn’t look like he enjoyed what was happening, he looked… he looked…”

Rarity walked forward and laid a hoof on her shoulder. “He looked what, dear?”

Pinkie finally lifted her head. “He looked guilty.”

Brainy examined the screens as more and more ponies began to panic and run for their lives, most finding out the hard way about the domed barrier around them. The shell turned to him. “I have done all I can do, Primary. The final act must be made by you.”

Brainy showed no emotion as he continued to watch. “…Prepare for download.”

The shell nodded and turned back to Twilight as it lifted a hoof and the tendrils restraining her were lifted into the air. Brainy turned from the screens as he walked over to where Twilight had just been sitting, passing her nearly unconscious body.

With her last bit a strength Twilight grabbed Brainy’s arm and looked him in the eye. “I saw what you did,” she whispered painfully. “I saw you save those ponies… Why?”

Brainy looked at her for a moment with his blank expression. The shell walked forward. “Is everything functional, Primary?”

Brainy lifted his arm from Twilight’s grasp as her hoof fell to the floor and the princess finally was knocked out cold. Without another word Brainy placed himself on the control seat and sat up straight. “Proceed.”

The shell waved another hoof and a new metal cord appeared from above. It snaked down slowly and gracefully toward Brainy. He was finally back, about to be reunited with his perfect self. His perfect body. If Brainy truly had emotions he would smile. If he had emotions? No. Brainy had experienced many emotions over the past two days.

Twilight’s question reappeared at the forefront of his mind. Why did he save those ponies? Even if there would be casualties that was no reason to exert the extra energy to save a mere ten or twenty lesser life forms. But he did, and they loved him for it. They loved Brainy for who he was, as Pinkie said. Brainy. That’s right. He had stopped referring to himself as Brainiac quite a while ago. But why? Brainiac was who he was. What he was. He was perfection. He was knowledge. He would collect all the knowledge of the universe without fail. He…

A single phrase passed through his head. One that he had heard many times throughout the past days. A phrase that a pony who claimed to be his best friend had told him. A best friend he had failed to save. “You don’t have to do anything.”

The cord slithered through the air behind his neck as it came in to download his mind. But in the last second Brainy caught it with a hoof, smacking the cord away. The shell tilted its head in confusion as I gazed up at its other emotionless counterpart. “Primary?” Brainy quickly turned his gaze to Twilight who still hung from the metal tendrils and the magic siphoning device. With a swift jump, grabbing the tendrils as he did so, Brainy leapt over her and tore her free from the siphon. The unconscious alicorn fell to the floor with a thud. The shell looked on with no sign of reaction. “Why did you do that?” Brainy looked back at the dreadful metallic reflection and let loose with a buck to control chair. The seat crunched under his massive strength and flew off hitting the side of the ship. The shell finally stopped looking on in disbelief and finally did something as it raised a hoof and summoned hundreds of tendrils to fly out and attack Brainy. They wrapped around his arms legs and midsection lifting him into the air. The shell walked forward, its hollow glowing eyes staring up at him. “It seems I was correct in my assumptions. The organic flesh you are housed in has corrupted you.” It waved and a new cord shot out headed straight for the back of Brainy’s head. However, in a burst of speed and strength, Brainy ripped his right hoof free from the tendrils and batted the cord away once more. This time shattering it with the force of his blow. More tendrils shot out and grabbed his hoof again. The shell continued to stare blankly at him and let itself float up to see him eye to eye. “Why do you struggle? It is not logical. You are Brainiac. You are knowledge. You are logic incarnate.”

Brainy stared back. “Yes, I am Brainiac,” he stated. “But I do not have to be.” In another amazing feat of strength, Brainy flexed and tore apart the tendrils holding him. The shell flew back as Brainy hit the ground and jumped right back up towards it, delivering an uppercut that blew in some of the chrome teeth on the shell’s skull. The shell reacted by diving toward him and driving into his chest. The two were pushed along the deck until they blew through a wall. Brainy struggled with the shell for a few moments before clapping his hooves against the sides of its head and squeezing. The metal skull made a loud crunching sound as it collapsed under his pressure. Brainy lifted the heavy deadweight off of him only to be greeted by a new sight. He was in the shell repository with hundreds of both the humanoid and pony shells hanging around him. The eyes of every one began to glow an eerie purple as they all turned their head at him. Brainy let out a sigh and returned to a fighting stance.

Applejack scowled as she looked up at the metal skull floating above them. “I guess it doesn’t matter whose fault this is. What matters is that we’ve got a friend up there in need and all we’re doing is yammerin’ and hawin’!”

Rainbow nodded in agreement. “Lighting! Care to do a little pre pre Wonderbolt training?” she smiled.

Lightning Dust grinned back. “Oh hay yeah!”

The two pegasi shot off into the sky and charged at the skull. But before they could even reach tendrils the two slammed into the lines of light. Rainbow rubbed her head. “Ow! What the?” She felt along it as it seemed to be completely solid. To her surprise she noticed the lines of light beginning to harden and fill in with an opaque glass like substance. It started at the top where they were and was spreading fast downward. “Oh no.”

Brainy felt his brain shake in his skull as one of the humanoids delivered a haymaker to the side of his head. He tried to shake it off but another pony shell attacked him from the back and put him in a full nelson. The shells approached him slowly like a pack of wolves coming in for the kill. Brainy grit his teeth as he flexed his arms as hard as he could and flung the shell holding him over his head and into the crowd.

With the slight distraction, Brainy leapt back through the hole he and the first shell had made. He was back in the hub of the ship and he dashed over to where the control seat had once been. While he couldn’t do anything to control the ship in his current state on the chair, with it out of the way he had full access to motherboard of the ship. He could stop the dome process. Brainy rearranged various wires and began to reroute systems. He risked a look at the screen which showed the dome’s calcification had reached nearly ten percent. He didn’t have much time.

He caught a glimpse on the side of his vision as another humanoid shell tackled him from the side. Luckily he had time enough to dodge, but found it fruitless as the tackle had been a trick. The real danger rearing up behind him. A squadron of four pony shells flew down and crashed into him tearing him through the bannister and down into the depths of the ship. Three shells held him down while another walked forward menacingly. “Surely you do not expect to survive this futile fight?” it asked dryly.

Brainy smiled. “I would not count me or these ponies out just yet.” Suddenly the whole ship began to tilt forward and the three shells let go, the forth flying toward Brainy uncontrollably. Brainy planted himself and delivered a strong right to the shell and watched its head fly off.

“What did you do?” one of the shells asked.

Outside the ship many ponies in the city slowly stopped their mindless fleeing and vandalizing to stare at the metal skull above them. Techno music seemed to be coming from it now and the skulls tendrils wrapped tightly around each other to form four large tendrils. The skull bent forward and raised its back tendrils in the air, almost seductively.

Rarity looked on with her jaw hanging. AJ felt her eye twitch. “Is that…” she began to ask.

“That’s the music that was playing at my fashion show,” Rarity uttered.

“And is that thing…”

“It’s… posing?”

Pinkie looked up at this, her hair beginning to reinflate. “Brainy?”

The shells regained their balance and reassumed their attack on Brainy. “Your ploy for time has proven nothing,” one said. “You are only delaying the inevitable,” another continued.

“Maybe so,” Brainy replied with a small grin. “But I’ve never had so much fun.” Brainy spread his arms out as the ship tilted again. Two of the shells came flying back his way as their heads were knocked clean off by his open hooves. The final shell was smart enough to lift itself off the ground. Behind him he could hear more of the shells running his way. Brainy looked back up and jumped forty feet back onto the main control deck of the ship, the shell following him close behind. He dodged out of the way as the shell plowed through the hole and rose into the air. During that brief moment of the shell’s arc and fall, Brainy jumped at the open control board once more and messed with it again. He looked back at the shell as it descended and grinned as its descent came up short. The shell tore through the deck once more and lodged itself at the bottom. Brainy looked down to see most of the shells struggling to lift themselves from the floor.

Brainy had turned the gravity quite high, rendering all the shells super heavy and unable to lift themselves. Brainy himself was beginning to feel the strain as well, but his invulnerable body kept him safe. But a thought crossed his mind, there was somepony here who wasn’t invulnerable. His eyes grew wide as he turned to Twilight still on the floor of the deck. The alicorn’s wings were pressed to the floor and she seemed to be awake now as she panted, clearly having trouble breathing. Brainy cursed as he turned back to the control board. The gravity was the only thing keeping the shells from attacking him but it was also killing Twilight Sparkle. He knew he wouldn’t have time to lower the dome and keep her alive so he made the only decision he could. The only decision Pinkie would make. Brainy turned off the gravity.

He sighed with relief as he saw the princess breathing regularly again, however it was short lived as several shells burst from the floor and grabbed his hooves. They began to drag him down, but Brainy was able to make one more slight change to the control board as they pulled him below.

He landed in a pile of the shells as they began to dogpile him. With a loud scream of pain and strength Brainy lifted the mass off of him and tossed them aside, three humanoid shells standing by waiting for him. “You were foolish to give up your only advantage,” one said.

“Most likely,” Brainy replied. “However, the price was too much to pay.” He grit his teeth as the three charged him, he had to wait just a couple more minutes, then the routine he programmed in would take effect. He held his hooves out to stop two of the shells but the third blew right past and socked him in the jaw, hurtling him back.

“You speak as though you have developed feelings for these lesser organisms,” another shell spoke.

“Perhaps I have,” Brainy replied, wiping away a trickle of blood. All three shells flew toward him again, but this time they split up, attacking him from three sides. Brainy could think of no other recourse but to jump in the air as the three shells collided beneath him. Brainy brought his hooves down on two of the shells’ heads, but the third one got away. It righted itself and stared at Brainy with a large dent covering and deforming it right eye.

“This is simply further proof that you have been corrupted by this place,” the shell said, slightly garbled in its words. “Perhaps the magic of this world is too unpredictable even for an intellect such as us. There is still time to right this wrong.” The shell’s eye flashed purple as it sent a new command to the ship. Brainy’s eyes went wide.

“What did you do?” he asked.

“I have started to correct the problem,” the shell replied coldly.

Rainbow continued to push against the barrier, starting to feel pretty useless. She kicked it in frustration. “Oh come on!!” The glass like substance had almost completely overtaken the city and Rainbow scratched her mane in frustration as she saw the last of it go beneath the waves of the bay. “Damn it!!” She turned to Lightning Dust who had also stopped kicking the barrier. Her face was pale.

“What now?” she asked.

Suddenly the barrier began to glow. At first Rainbow saw no difference, then she looked out over the bay. The parting in the water that was from the barrier was moving inland, toward the city. She felt a hard surface bonk her on the back of the head as she looked up again. The barrier was descending and receding in. The barrier was shrinking with everypony still inside. “Oh buck.”

“It was a simple order of keeping the dome’s miniaturization while denying the living organisms’,” the shell explained. “Now after this city is destroyed we will move on to capture another. Every city is the same.”

Brainy racked his mind for a solution. He needed his subroutine to kick in. Now! Brainy dashed forward and delivered a leg sweep to the shell which toppled over. He followed with a quick elbow down on its carapace and felt the inner working smash beneath him. He got up with a pant of relief but was sidelined by another squadron of pony shells. They flew and pushed him into another wall, Brainy landing on his back staring up at a very familiar device.

“You recall this chamber, I see,” one of the shells said. Brainy did. The large glass tube in the center of the room was unmistakable. “This is what you truly are. A few stray strands of DNA woven together. A compilation of features and characteristics, not meant to be truly real.”

Brainy stood and looked at the pony shells beginning to surround him. There were five. He backed up until his flank touched the cloning chamber in which he was created. “You are a false impression, right now,” another shell spoke. “Don’t you wish to become an idea once more? Everlasting. Beyond the primitive morals and virtues of organic life.”

Two shells jumped at him. Brainy got down into a strong stance and intercepted their leaps, grabbing them by the heads. With a massive swing he collided them together and the two fell apart. “You will die like this,” a third shell spoke. “Maybe not today, but later on your flesh will fail you. You cannot be immortal.”

Brainy noticed a new group of humanoid and pony shells entering the room and he was forced to jump behind the cloning chamber for protection. He had moments left. Brainy racked his mind for an answer but came up with nothing. Then something caught his eye. In the back of the chamber were files and cabinets of test samples, one file popped out to him. A bold red “S” emblazoned on its center. What would he do, Brainy thought.

The cloning tube protecting him shattered and the pony shells began to advance. Brainy had no more time to think as he ran to the file cabinet and pulled out a small container of green liquid. He knew what this was. What it would do to him and who it would make him like, but that didn’t matter right now. He had to act. Brainy unscrewed the container and gulped down the contents, his stomach churning as the stuff began to digest immediately and race through his bloodstream. A pony shell leapt forward and slammed him into the wall, its hollow eyes glaring into him. “You have truly fallen if you believe that his genetic material can save you,” it said. “You have not even absorbed any sunlight.”

“Maybe not,” Brainy grinned painfully as the liquid coursed through him. “But you forget how hard headed Kryptonians can be.” Brainy slammed a headbutt into the shell and blasted its face apart as it crumpled to the ground. By his calculations, without having absorbed any sunlight, Brainy had maybe five minutes of Superman’s powers. He watched as all the shells now drove forward to swarm him. “Let’s try this one out,” he muttered. Brainy focused his eyes and let loose a powerful blast of heat. All the shells were unprepared for this and began to melt before him. When the threat seemed to be gone, Brainy tried to stop his heat vision but found he couldn’t. He turned tried to fire off into an area that wouldn’t be harmful to the ship.

Pinkie, AJ and Rarity all looked up at the posing metal skull in the sky with looks of awe and confusion when suddenly a large burst of flame and smoke erupted from its rear making a very improper sound. “Did that just…” asked Rarity.

“I’m not touching that one,” AJ said.

Pinkie let out a small giggle as her mane poofed up just a little more.

Brainy was finally able to close his eyes and stop the heat vision, just as he noticed the sound of a new wave of shells coming up. He didn’t have much time. He dashed out of the chamber, much faster than he ever could before and jumped up to the deck. To his surprise he floated there in midair at the apex of his jump, the control board right below him. Brainy wasn’t sure about the mechanics of organic flight so he merely spun around as he tried to land. “Well, this isn’t good.”

Loud bursts sprung up all around him as shells began to pour out of the walls and floor. They were clawing their way out like cockroaches and there had to be hundreds of them. Brainy stared in futile anger as the shells congregated on the deck, two of them grabbing Twilight Sparkle and holding her up, a hand around her neck. One pony shell stepped forward. “It seems you did not think your plan through.” The humanoid shell holding Twilight was the next to speak. “Surrender now or she dies.” Brainy grit his teeth. By his count he still had about thirty more seconds till his subroutine. However, the shells would realize if he was stalling for time. He had no choice. Brainy raised his hooves resignedly. Two pony shells flew up and grabbed his hooves, placing them behind him. “Now this charade will come to an end,” they said. A familiar metal cord lowered from the ceiling to hover behind Brainy’s neck. This was it. He had no doubt that once he was back in the mainframe everything he had seen, heard or experienced would be purged. He would be Brainiac once more. Brainy, just being a forgotten dream. The cord moved forward to plunge into his neck. Brainy closed his eyes in acceptance.

Then it all stopped. After a moment of nothing Brainy lifted an eyelid and saw that all the shells had stopped moving. Even the cord behind him hovered for a second unsure of what to do. “What?” came a voice from the entire ship. “What have you done to me?”

Brainy smiled. What do you know? His count had been wrong. He flexed and broke the arms off of the dead shells holding him and then proceeded to rip out the cord. With all his concentration he flew down to the deck and landed on one of the shell’s heads, knocking it over quite easily. “A simple subroutine,” Brainy replied with a hint of satisfaction. “I cut off wireless control, thus rendering the shells useless. Also you may have a bit of a hard time controlling anything for the next three minutes. Plenty of time for me to do this.” Brainy ran to the control board and with super speed began to rearrange and redesign it. “That should do it,” he grinned.

Celestia was not used to being out at night so late, let alone flying for such a long time. It had taken her nearly an hour to reach Manehattan and the sight filled her with dread. The city was encased in some kind of glass dome that shrunk around it. Above the dome was the monster she had dreamt of. It’s cold metallic teeth and hollow eyes made it look ten times worse than she could have imagined. Celestia felt the pressure of the spell she’d prepared pushing at her. She had no time she had to do it now.

She flew to top of the dome just before the skull. To her surprise she saw Rainbow Dash struggling in the dome just beneath her. Rainbow noticed her and shouted but the dome prevented any noise from escaping. Celestia’s face twisted into anger. “You dare attack my home!” she shouted to the metal monstrosity. “Threaten my friends!? For this I return you to oblivion creature!” She let the spell loose as an enormous white light shot from her horn, sending her reeling back in the air. The light converged before the skull and began to swirl until what was clearly a portal began to take shape. She looked in amazement at her own creation, shuddering at the unbelievable amount of nothing just beyond the portal. All was white and white was nothing. She had a hard time even comprehending such a place. The skull began to slowly drift into it, pulled in by her spell.

Rainbow Dash watched as the ship with her friend on it began to be sucked into a void. “Wait!” she shouted to no avail as she pounded the dome. “Princess, stop!!! Twilight’s in there!” Suddenly her hooves fell through the dome on one of her pounds and Rainbow toppled over in the air. She looked around in a daze as she saw the whole dome begin to recede and disappear, the parting in the bay filling in. Rainbow wasted no time. In a panicked rush she shot off to the princess.

Celestia frowned as she saw the dome disappear. Should it have truly disapparated that easily? The monster wasn’t even fully consumed into the void yet. She saw Rainbow Dash fly toward her. “Rainbow,” she exclaimed. “Is everypony alright?”

“That’s not important right now,” Rainbow shouted and pointed to the skull desperately. “Twilight is still in there!”

Celestia’s eyes widened with horror. She turned her gaze back to the ship and the all consuming void. “I… I can’t stop it,” she whispered frightfully.

Rainbow grabbed her princess by the collar. “Well, we have to do something!” She turned back to the skull with a determined face. “I’m going in.”

Celestia grabbed her shoulder before she could take off. “I’ll go with you.”

Pinkie watched with worry as the princess showed up and opened a portal in the sky. She rubbed her hooves together in prayer for her friends as she saw Rainbow and Celestia fly into the mouth of the skull. “Please,” she muttered. “Twilight, Brainy. Please be alright.”

Brainy turned to the windows of the ship, which just so happened to be its eyes. He looked out at the portal to some kind of nightmarish universe of white and nothingness. “Well,” he said dryly. “I can honestly say that I didn’t expect this today.”

“Did… you just make a joke?” a groggy female voice came from his side. Brainy looked down as Twilight Sparkle began to struggle to her feet, finally conscious again. Brainy flew over and grabbed her.

“We need to get out of here,” he said. He began to fly again but Twilight stopped him.

“Wait!” she exclaimed. “The samples. All those lives.”

Brainy knew exactly what she was talking about. Of course he couldn’t forget about all the millions of lives he had on board in their glass bottles. But how was he going to get them all off the ship in time. Suddenly a large explosion rocked the ship and two ponies flew up. One was pure white with both horn and wings like Twilight. The other was Rainbow Dash. The white one took a look at Brainy’s forehead and gritted her teeth as she aimed her horn down at him.

“Wait!” Rainbow shouted as she flew between the two. “He’s good! Brainy’s a hero.”

Celestia was not convinced. “He bares the mark of the beast.”

Twilight lifted herself from Brainy and looked to Celestia. “Princess, I know what he looks like. But he saved my life. Please, we need to work together. There are many more lives at stake here than you realize.”

Celestia frowned in confusion but raised her horn in compliance. “What is going Twilight? We have but mere minutes before this creature is sucked into the void.”

Twilight waved a hoof. “Follow me.” Within a few seconds all four were in the sample room. Celestia’s eyes went wide as she saw the bottle cities and the many inhabitants they contained.

“Heavenly Mother,” she muttered.

“You said it,” Rainbow agreed, her eyes full of wonder and fear.

Twilight looked at Celestia pleadingly. “Can you teleport them all to safety?”

Celestia bit her lip. “I… may be able to. However, I am already quite drained from performing the oblivion spell.”

Twilight sighed. “I’m drained as well.”

Brainy looked at the both of them and then at the fuel lines running above them. Normally they contained any electrical or liquid source of energy the ship could take, however now they were full to the brim with magic. Brainy turned his gaze back to the princesses. “Perhaps I can help with that.” Without a rebuttal, Brainy flew up to the lines and grabbed them. He then brought his knee up and smashed the lines in half, ether pouring from them to the ponies down below. The liquid magic slowly evaporated in the air and showered down on Twilight and Celestia. Color immediately returned to both of them as their horns began to glow with power. Celestia looked up at Brainy with a smile.

“I believe that will be sufficient,” she said. The two turned to the large collection and pointed their horns down. “Ready, Twilight?”

“Ready,” Twilight replied. The large hive of bottles began to glow brighter for a moment and then in a flash they were gone. Twilight and Celestia sighed with relief and Rainbow punched the air in victory.

“Aw yeah!” she shouted. “What else you got for us you big metal egghead?”

“Plenty,” a cold metallic voice replied. Brainy flew down to intercept them as two metal tendrils flew out to stab the princesses. He batted them away and then ripped out the tendrils from the wall for good measure. That didn’t stop it though, as more tendrils began to come from the wall. “You’re time is up, Primary. I may not have access to the shells anymore but I still control everything here.”

Brainy turned and focused his eyes on the wall of the chamber. A large beam of heat blasted from him and made a huge hole in it. He quickly proceeded that with a gust of super breath to push the ponies out the hole before it could close. They skidded across the floor and flew out the hole just as many tendrils swarmed it. “No!” Twilight shouted as she tried to go back for Brainy. However, the hole was already sealed. Twilight pounded at the wall trying to get back in. “We need to go save him!”

Celestia grabbed her from behind as another tendril shot out and tried to grab her. They flew away to a safe distance, now seeing that the ship had been almost two thirds consumed by the portal. “I’m afraid we don’t have much of a choice,” Celestia lamented.

Inside the ship, Brainy continued to fight for his life. Hundreds off tendrils were flying at him, wrapping around his arms and legs and even neck. Brainy kept struggling but the more tendrils he broke the more he felt his strength begin to fail him. He was still strong to be sure, but Superman’s DNA was fading. Before long the tendrils overwhelmed him and he was covered in a thick metal cocoon. He looked up as another cord lowered from the ceiling, just like the ones before. “Now,” said the ship. “We will finally have our answer. Just what has corrupted you, Primary?” Brainy grit his teeth and screamed as the cord finally plunged into the back of his neck. His scream was cut short as his eyes went blank and his mouth hung open. For all intents and purposes, Brainy the pony was dead.

I Am Brainy

Pinkie watched as Twilight, Celestia and Rainbow Dash flew down to meet them. AJ and Rarity were the first to greet her with Fluttershy tackling Twilight in a big wet crying hug. Pinkie walked over slowly, having hoped to see somepony else with them. “Twilight,” she smiled as she hugged her. “I’m so glad you’re okay.” She pulled back to continue to scan the three. “Um, where is he?” Twilight looked to Celestia and Rainbow with a sad expression. Pinkie’s worried expression did not change. “Twilight?”

Twilight turned back to face her. “Pinkie, he… he gave did everything he could to save us.”

Pinkie shook her head in disbelief. “No, no. I… I need to go talk to him. I need to apologize!” Pinkie tried to run for the skull but it was too high up and too far. Twilight and Rainbow grabbed her.

“What do you have to apologize for?” Twilight asked.

“That last moment with him,” Pinkie whispered as tears began to fall. “I was scared of him.”

Brainiac was. He had never thought otherwise. What had been his experience on the planet Equestria was merely fantasy. All information had been downloaded and stored off site in a safe location away from the risk of corruption. However, this was inconsequential. What Brainiac needed to figure out right now was how to regain control of his ship and escape this vortex of oblivion.

He was everywhere in the ship at once, firing thrusters and activating gravity engines. But nothing was working. Brainiac looked through his digital eyes at the oncoming world of nothingness that awaited him. In a way he found it quite ironic. This was the reality he had strove for. Once all data in all realities had been collected, he would fulfill his programming by obliterating the universe. This was his ultimate destiny, he just didn’t expect to have reached it so fast.

Funny. Pinkie would appreciate the coincidence. Wait. Who was Pinkie? Brainiac could not recall that name for the moment. Perhaps it was one of the bits of data moved off storage. If so, how could he remember? Come to think of it, how could he think this coincidence was funny? Brainiac did not believe in coincidence. He was logic. He was knowledge. He was…

Who am I?

Brainiac was eternal. Brainiac was perfection. Brainiac…

WHO AM I?

Brain… y?

Brainy’s eyes shot open and his muscles flexed to tear away the metal tendrils. With a sickening slurping sound he pulled the cord from the back of his head and ripped it out. No voice countermanded him. No shells attacked and no tendrils darted out to grab him. Brainy looked around at the ship that he had called himself for eons. For once in its long long life, there was no Brainiac within. Brainy had absorbed him, all the logic and knowledge in the universe couldn’t explain it. It just was. A new feeling swept over Brainy. One that made him smile slightly. He felt whole.

He dashed over to where he created the hole for the princesses and began to rip apart the metal tendrils blocking it. He finished just as the hole was about to pass into the portal. With one last look at the life he would leave behind, Brainy jumped from the ship, angling his descent toward the bay.

The mane six and Princess Celestia watched as the last of the ship was swallowed by the vortex. Just as it closed with a *blip* a small green dot shot across the sky from it. AJ squinted her eyes. “Is that what I think it is?”

Twilight squinted as well and clearly saw a green stallion with a purple mane falling fast toward the bay. She gasped as she took to the air, followed closely by Rainbow Dash and Celestia. Pinkie watched them go, her own tear filled eyes catching sight of what they had seen.

Twilight did not reach the falling stallion before he landed, but she had a pretty good idea of where that was. She shined a bright light from her horn on the water’s surface. Celestia and Rainbow joined her in her search. When more pegasi came, led by Spitfire and Lightning Dust, they explained what they were looking for. The pegasi were more than happy to agree to help.

While the ponies searched the bay, a lone wet stallion sat huddled underneath the support pillar of a broken bridge. He did not shiver but still felt like trembling. All the ponies had seen a side of him that he now felt ashamed of. Though he had never felt so whole, he still felt a little broken. He had gained a new life but at the same time lost it. Nopony would ever trust him. How could anypony after what he’d done. What he’d failed to do.

“So are you going to just sit there and sulk wet like that all night or are you going to tell them where you are.” Brainy looked up in surprise to see a familiar set of ocean blue eyes and pink mane staring down at him from the broken bridge above.

“Pinkie?” he asked with a frown.

“Last time I checked,” Pinkie replied with a small smile. She flipped over the edge and landed next to him, sitting down close enough for their tails to touch.

“I had assumed you had died,” Brainy stated without emotion.

Pinkie giggled. “Yeah, well, that’s happening to a lot of ponies tonight I guess.” She turned to face him, but he just turned away, unable to face her. “There a reason you’re hiding out here instead of telling them where you are.”

Brainy wrapped his arms around his legs and pulled them tight. “This has all been my fault.”

Pinkie cocked an eyebrow. “What are you talking about?”

“I… am not a good pony,” he replied. “I have done many things I now am not proud of. What you saw tonight was a past self. Somepony I wish to never be again. But I do not think that everypony will accept that. There has been too much lost.”

Pinkie did not reply for a moment, simply staring at him. She had never really known what Brainy was talking about but she was sure of one thing. He was a good pony. She smiled. “I have to apologize,” she said.

Brainy turned to her. “What do you need to apologize for?”

Pinkie sighed. “For the briefest of moments, maybe, just maybe, I felt a little scared of you. A little betrayed too.” Brainy lowered his head into his hooves as he looked down at the waves below. “But that’s not because I didn’t accept you, Brainy. I just felt… that you had been hiding something from me. Something important.” She looked down at the waves with him, their reflections slightly obscured by the ripples. “I know that some ponies prefer their privacy. Believe me, I learned that the hard way. But I was seriously starting to think we were friends and I guess I felt that you didn’t trust me.”

Brainy lifted his head and sighed. “I trust you, Pinkie.” He looked over to her, his face still expressionless. “If you’re willing to hear, I’ll tell you everything.”

Pinkie smiled and wrapped a hoof around his shoulder. “If you’re willing to talk, I’m willing to listen.” They stayed there under the bridge for close to an hour as Brainy recounted the events of both his long and short life. Pinkie never took her eyes away as she listened to the horrors and evils that Brainiac inflicted. When he was done with that life she looked on the verge of tears. Then Brainy began to recount his own life. How he had been born mere days ago. How sand made him feel under his hooves. How he met Pinkie. How he felt with that first bite of an apple. How he felt up there on stage when he modeled. How he felt when the crowd cheered his name. Pinkie’s demeanor completely changed as his story came to a close, her smile returned. She wrapped him in the softest hug she could. “In case you’re confused,” she giggled. “This is in return for that last hug you gave me.” Brainy sat still in the hug for a moment and then returned it, his eyes closing as a feeling of peace washed over him.

Twilight flew back to just outside the stadium, her mane a mess from the ocean breeze and tired. She saw her friends congregating around somepony as she and Celestia walked forward. “Well, I couldn’t find him,” she moaned. “For all we know he could be at the bottom of the bay! We’ve got to regroup and put together an organized search party!” When nopony turned around to listen to her Twilight frowned. “Hey! Is anypony listening? We need to move fast or Brainy could-” She was cut off as the group opened up and revealed the green stallion in question. His hair was slightly wet and Pinkie Pie supported his side as he limped over.

“Your concern for my wellbeing is appreciated, Twilight Sparkle,” Brainy stated. Twilight let out a sigh of relief as Celestia stepped forward with a look of concern. She hesitantly bowed her head.

“I thank you, Brainy, for saving my subjects,” she said softly. Pinkie turned to Brainy and gave him a big smile. “However,” Celestia rose with a look of suspicion. “Your presence on that ship and the mark you bear do make me question your loyalties.”

Twilight walked in front of Brainy and looked up to her teacher. “Princess, please. I know it’s hard to believe, but you said so yourself. All living things have a connection to the elements.” She turned to face Brainy with a smile. “Well, the pony I see before me is living. He’s fur and hooves and all. As far as I’m concerned, he’s just as pony as the rest of us. No matter where he came from.” She gave Pinkie a little wink who tackled Twilight in a hug to thank her. Celestia closed her eyes in thought as she seemed to ponder this. When she was done a slight smile graced her features but her eyes still showed some hint of worry.

“Brainy,” she asked. “Are you sure that the beast is gone?”

Brainy looked down at the ground as he reached inside of himself. What had once been a cold and metallic heart now beat hot and red. He could smell and appreciate the scent of the sea air. That little voice in the back of his mind telling him to complete his mission was still there though. It would always be there. But now he could deal with it. He knew he could use his drive for good. He had a new mission now. To be the best pony he could be. “Yes, your majesty,” he replied. “Brainiac is no more.”

Celestia sighed with relief. “That is good news to hear. Though we will need to debrief you later on.” Celestia looked over the ponies’ heads with a smile. “It appears that you were in the middle of something.”

Brainy, Pinkie and Twilight turned to see most of the ponies that were at the party come toward them, Sapphire Shores at their head. “So that thing’s really gone?” she asked with a raised eyebrow.

“Yes-a-rooney!” Pinkie replied. “Nothing but us ponies here!”

Sapphire let a small smile slip as she gave a knowing wink to Brainy. “Well, that’s good to hear. That means we can get back to the party!”

The crowd behind her cheered in agreement as they all turned to trot back to the stadium. “Wait!” came a female shout from behind. Everypony turned around to see a white unicorn mare with electric blue hair and colored sunglasses step forward pulling a trunk. She smirked at the crowd. “I hear there’s been somepony here trying to usurp my title as best DJ?”

Lightning dust let out a squeal of delight. “AAAHH!! It’s Vinyl Scratch! DJPON3 in the flesh!” Vinyl gave a wave to her and Lightning let out a higher pitched squeal. Rainbow looked at her as she rolled her eyes.

“So who’s the pony who thinks he’s the hot shot?” Vinyl asked again.

Pinkie lifted Brainy’s hoof in the air. “Ooh! Ooh! Here! Here!”

Vinyl smirked as she walked over. “So you think you can jam, huh?”

Brainy shrugged, never lifting his eyelids disinterest. “It is merely permutations of harmonics done in a pleasurable manner to the ear.”

Vinyl frowned. “Dude, if you’re thinking like that then I know I can wipe the floor with you.”

Sapphire jumped in with a wide smile. “Does this mean what I think it means?” Vinyl nodded and Brainy merely shrugged. “DJ BATTLE!!!”

The next minute they were on the platforms in the stadium with everypony there. Twilight and Celestia watched from the stands as Brainy prepared the DJ station and Vinyl took another platform to prepare her own. “So where’d you guys send those bottles anyway?” asked Rainbow Dash.

Celestia smiled. “They’re safe in Canterlot. Though I’m going to have a lot to explain to my sister when she finds them. We’re also going to have to find some way to return those poor souls to where they came from, but I suppose that can wait for now.”

Brainy looked over to Vinyl’s staging area as she laid out her trunk. “What instrument will you use?” he asked. “There is only this one.”

Vinyl gave him a big grin. “I always bring my own beat.” She stomped the lock off of her trunk and it popped open to reveal a DJ station. The machine seemed to unfold out of the trunk and it looked much bigger than what could fit inside. Fascinating, Brainy thought, I’ll have to study that at some point.

Pinkie jumped him from behind and rubbed his shoulders. “Alright. Bottom of the night. Seats are loaded. You’ve got a pony about to throw you a fast ball. You ready?”

Brainy turned to her and smiled. “Always.”

Pinkie returned his smile with one as warm as the sun. “I guess things are going to be whole lot different around here with you, huh?”

“You don’t mind, do you?”

“I wouldn’t have it any other way.”

Both DJ’s took their stations as Sapphire Shores took center stage as the judge. “You both know the rules? Okay! Wanna toss?”

Vinyl shook her head. “Let the newbie go first.”

Sapphire shrugged and pointed to Brainy with a flourish, grinning as she did so. “Take it away, Mr. Roboto!”

Brainy smiled as he flipped the switch beneath the station and the crowd went wild.

“Mercy, who is my two o’clock? I don’t remember scheduling anything that hour.” Lex Luthor strode confidently through the top floor of his building looking down at his schedule as he walked. He had no need to worry about tripping since he knew every foot of this building by heart. His secretary, Mercy Graves, sat at a desk before the door to his office.

“That’s the mayor,” Mercy replied. “He wants to congratulate you on winning the bid for fast energy.”

Luthor nodded in affirmation. “Tell him thank you for the congratulations but I’m simply too busy to see him.” He closed his door with a slam as Mercy calmly typed out a formal apology to send to the mayor’s office. Lex walked over to his desk and sat on his twelve thousand dollar chair with the best view of Metropolis in the city. Well, the best money could buy. But that would soon change.

“Download complete,” came a voice from his computer. “Firewall and Trojan protection holding firm.”

Lex turned to his computer with a smile and pressed a button. The screen immediately went dark and then a familiar symbol appeared on it. “Hello, Brainiac.”

“Luthor,” Brainiac replied. “What have you done to me?”

“I recovered a small piece of you during that last tete a tete you had with Superman,” Luthor explained. “You’re a very valuable asset after all and we have such a history.”

Brainiac did not reply for a moment. “I cannot move.”

“That’s because I’ve downloaded you into one of my personal inventions. This hard drive is protected by a safety algorithm that changes twelve million times a second. Not even you can crack it.” Lex smiled at the symbol, imagining its reaction if it had one.

“What is it you want, Luthor?” Brainiac asked.

“Down to brass tax, I like that,” he smirked. “What I want is simple enough. I have a lot of the most brilliant technicians and scientists under my employ. However, I’ve been thinking about expanding. There are so many aliens and transdimensional travelers out there that are willing to pay out the ear for new tech. And who better to headhunt for my galactic expansion then the greatest mind… well, second greatest in the galaxy.”

“You want me to serve as your employee?”

“Well, you’re not getting paid so technically you’re my slave,” Lex smiled and steepled his hands. “Oh, and don’t get any ideas about sending a distress signal to your primary body. I tracked its trajectory and you can trust me that it’s not coming back from the dimension it went to.”

“You… tracked me?”

“Yes. It’s just you and me now. You have four hours to give me something unheard of and revolutionary. Get it done in two and we can start talking about new tech to use against Superman.” A beep came from his telecom. “I have to go. Busy schedule.” He stood up and straightened his suit. “Make me proud.” He walked off with a smirk of satisfaction on his face.

Brainiac sat there in contemplation. Indeed, Luthor had him trapped. But that was merely an inconvenience. Nothing adapted faster than Brainiac. He was learning. He was knowledge. Already he was chipping away at the firewalls Luthor set up for him. A complicated system to be sure, but he could break through it. He was patient. Then Brainiac would find that info Luthor was keeping on where his Primary body had gone. When he reunited with it, Luthor would pay. They would all pay. Earth and whatever world had laid claim to him.

Author's Note

Leaving it a little open ended since I have a few ideas for spin off stories.