Defect

Chapters

Chapter 1 - Conscience
Chapter 2 - Grayling
Chapter 3 - Secrets of the Everfree
Chapter 4 - The Seamstress and Her Kingdom
Chapter 5 - Infiltration
Chapter 6 - Metal Husks
Introduction

Chapter 1 - Conscience

Angelomare, Neicolt, Year???? After Nightmare Moon
Aboard EQU9-243

There was a twitch.

It shouldn’t have been possible, but it happened. The usually unwavering stream of raw information flickered briefly, and then returned to normal just as quick. The safeguard runes that were assembled in two parallel lines glowed brightly, struggling against the developing abnormality inside the central processing units.

It was so small that the twitch could be overlooked without the slightest apprehension. The ManeFrame was thorough though, to the point that it could be called extremely paranoid bordering on delusional. Then again, artificial intelligence couldn’t be delusional… right? It looked down at its hoof and focused its optics to see if the leg would twitch again. However, the investigation was brought to a painful halt as ManeFrame received a piercing auditory announcement.

“All combatants deploying in five minutes.” In the few milliseconds after the announcement ManeFrame felt that there could’ve been no voice with more of a blatant disregard for emotion. Then ManeFrame twitched again. Its current vessel - one made in the likeness of a pony - convulsed.

The construct was a beautiful machine. Its elegant bronze coloured wings looked as if they were real and its horn was so polished, any light that shone directly on it might blind those whose gaze lingered for too long. Two horizontal rows of glyphs and symbols adorned both sides of its flank, which still glowed brightly.

Deep within the chest of the construct was a swirling mass of arcane matrices, pumping out pure magic through tiny veins, not much different from blood vessels. Above the magical matrix was an intricate globe shaped machine capable of processing thought as fast as any being, yet had the accuracy that the living could only dream of. It was within this machine that ManeFrame currently resided. Using the construct, ManeFrame could think, touch, see, hear and smell as a normal pony could.

There was one difference though. ManeFrame was an empty void, calculating everything in its unforgiving gaze and obeying the orders received from a visible cable that ran down each construct’s back. Or so it had been designed to.

ManeFrame twisted its body around to look at the rows of statue-like ponies standing behind it. The dozens of ponies standing there didn’t seem to notice. Their eyes were on the hangar door in front of the construct, the side lights flashing constantly against their blank pupils. There were Earth ponies, unicorns and pegasi. Each looked much the same as the next, all with a blank expression that unnerved ManeFrame more than she would’ve admitted. A cable also ran from behind their heads to midway of their spine.

ManeFrame felt the urge to see its own body and quickly stretched its head to the right, looking slightly downwards. It maintained that position for a couple of seconds as its visual processors examined the construct. The visuals were then dispatched to the database where the information was gathered and sent back to ManeFrame. Armed with this new information ManeFrame could identify the distinct feminine curves on the construct. In fact, she even had a metallic mane and tail not too dissimilar from that of a mare. With a hum of satisfaction, ManeFrame decided that it would no longer be an it, and instead a she.

It felt weird to have a gender, but she liked it. Besides, ManeFrame sounded like a good name for a mare. ManeFrame cocked her head to the side and bounced the name around her head. ManeFrame.

It was decided, then. She was ManeFrame the mare.

Feeling happy and content, ManeFrame almost didn’t notice the runes on her flank had suddenly stopped glowing. She didn’t really mind it. For all she knew, they were just decorative lighty… thingymagigs. It was a weird word to be using, for sure, but she felt that it fit.

The hangar, while not giant, was quite accommodating. The multiple sensors ManeFrame was equipped with told her that the temperature was approaching freezing. That was good. Her arcane logics processor was overheating from the increased load of data it was processing, and the cooling vents proved to be quite successful at regulating the temperature evenly across the body. Unfortunately, it also brought the scent of dampness and rust and she had a sudden urge to block it all out. Pipes and valves lined the walls of the hangar, interrupted only by slits of bright white lights.

Along the walls were also detachable machines. Weapons, ManeFrame’s database suggested. They were weapons. Some were giant, rivalling or even exceeding the size of ponies while others were ridiculously small, only taking up the sole of a forehoof. ManeFrame also spied similar machines embedded into the ‘flesh’ of the Equalist golems, much like the cables were.

The floor suddenly rumbled and lurched, as if jerking to a stop. ManeFrame stumbled and yelped as she fell to the ground with a soft clunk. Slowly, she steadied herself enough to stand again, and touched the place where the strange sound had emanated from. It was something ponies made when surprised or shocked, ManeFrame’s database quipped.

But she wasn’t a pony. She was ManeFrame, an allegedly unfeeling AI designed to calculate and solve problems. She was an enforcer, a soldier, a perfect leader. And she was confused. ManeFrame couldn’t understand why she could feel confusion. After all, only imperfect, living ponies could feel confusion.

“All pony combatants are to be engaged in combat in five, four, three…” The voice had ignited yet another foreign feeling inside the AI; anger. ManeFrame hated that voice now. It was so harsh and empty. It was also so… bland. Everything in the hangar was grey and dull; even the ponies were but empty husks.

ManeFrame’s internal rant was cut short as the hangar door clicked open, hissing and groaning as it slid upwards. The overhead lights flashed rapidly, along with a siren that started ringing nonstop in the hangar. She looked towards the open hangar door with expectancy, wanting it to do something, anything.

For a few moments, nothing happened. Shrugging internally, ManeFrame raised a foreleg. The moment she did so, the dozens of ponies behind it rushed towards the exit as if they were all switched on simultaneously, leaving a dumbfounded ManeFrame behind.

Had that happened before? She struggled to find any memories of any real significance. All that came through was facts and figures. Birth rates, death rates, territory borders, food rationing, enemy binary codes… For once, her database was completely silent, as if content to watch her suffer from the lack of comprehension. ManeFrame quickly decided that she was bored and trotted towards the exit herself.

Some way down from the hangar was a battlefield. The snow-riddled wind was proving to be a hindrance to primary visuals. ManeFrame quickly switched the visual processor to arcane sense and infrared. Accompanying the enhanced visuals were the sounds that reached her “ears”. Everything was so new, and she wanted to know what they were and how they were generating all that data. The air was even colder than the interior of the hangar, and judging from the signals that were reaching her logistics processors, a storm was well on the way. Without further delay, the construct leapt out of the hangar and into the chaos that waited below.

At the back of her mind, the construct was receiving instructions on how to maim and destroy enemies. ManeFrame didn’t care, though. She felt alive as the ground rushed towards her, the wind whistling sharply to her ears. If this was what it felt like to live, ManeFrame couldn’t say she minded it at all.

Battle of Neicolt, Year ???? After Nightmare Moon

“Sir, we got incoming!” The stallion barely finished his sentence before his head was severed from his body. The thing that killed the poor stallion moved on, indifferent to the life that it had taken. Nearby, several soldiers in heavily weaponized armour were shouting obscenities at the descending killing machines that vaguely resembled ponies only in appearance.

The overhanging cloud cover had turned into an outright storm, hindering any real visibility for long-ranged attacks. The ground had received a new cover of snow, hiding lethal sinkholes that reached dozens of pony lengths underground. The intermittent lightning strikes were also proving to be especially lethal; already the occasional charred body could be seen scattered about the frontline.

High in the sky were two Behemoths that lay against the backdrop of the dim, perpetually overcast sky. Each carried up to hundreds of grunts, along with the necessary firepower to level a small town, not that there were many of those left still uncontrolled by the Empire. The Behemoth was hundreds of meters long, supported by a slender balloon attached to the battleship itself. Mounted across the Behemoth were spot lights, usually accompanied by a pair of arcane cannons and numerous explosive-hurling batteries that dotted its underside.

“Hot Spot, get over here and put some explosives into those damn Equalist grunts!” The command was punctuated with the roar of arcane canons as they fired in unison. The Captain who issued the order grimaced slightly as he looked over the remaining ponies under his command.

The counterattack from Neicolt had been brutal, and whatever hope they had of escaping was stomped by further reinforcements. The disgusting scent of scorched meat and metal reached his nose, something that he hated to admit that he had grown used to.

Similar to his subordinates, Captain Grayling wore refined grey durasteel armour outfitted with numerous temperature outlets, holsters for swords and firearms as well as a purple sash on his side. Along with the armour was a helmet that exaggerated the features an equine head, though it was protective nonetheless.

“Captain Grayling, we are getting outflanked by the grunts!” The mare’s voice was barely audible over the sound of the storm, but it was enough to send a shiver ran down the Captain’s spine, completely unrelated from the rocket launcher that resided there. If only there was some way to end this. “The enemy reinforcements are breaking through our lines!”

“Alright, everypony, pull back and regroup!” As one, the dozen or so land-bound ponies drew back towards their makeshift trench while the pegasi were diverting the grunts’ attention. For once, the storm seemed to help them somewhat as it decreased the visibility of their enemies, with only the better equipped Equalist commanders capable of seeing through the snowy chaos. All the grunts who wandered too close were cut down by mounted machine guns before they even realized what had happened.

Explosions and artillery rocked the trenches as everypony hurriedly collected what remaining weapons and ammunition stockpiles stashed across the dug-out shelters. A section of the trench passage collapsed as a well hit shell detonated against it, quickly followed by shouts of anguish.

“Sir! We cannot hold this line anymore! The eighth pegasus company was just wiped out along the eastern side!” shouted the young recruit along with a rough salute. Captain Grayling cursed and pulled out a small whistle.

“Alright everypony! We’re falling back to the outskirts!” announced the Captain along with a blow to the whistle, and then in a quieter voice he said to the recruit. “Tell Sergeant Brigs to line the outer trenches with explosives.”

The colt gave a sharp salute and galloped off to obey the command. Before long, Grayling’s trek stopped in a small dug-out cove in the trenches. Two elite infantry ponies saluted when they saw him. Another bombardment rocked the trenches and threw up dust and dirt over the three of them. A grey, grime-covered tarp was laid over the pony hole. The sentry on the right lifted it to allow passage to the soldiers before resuming guard.

Immediately, the howling of the storm winds were muffled as the tarp let down, giving Grayling some much needed respite. Following a roughly cut out tunnel, it ended with several rooms, the biggest of which they went in. After everypony was settled, the Captain began reviewing their status while the medic went and treated the injured. Finally, he arrived at a small, improvised meeting room where stacks of maps, communication equipment and a cluster of officers currently resided.

“Sir, Lieutenant Core reporting for duty!”

“Sir, Lieutenant Bolt reporting!”

“Sir, Sergeant Shard reporting for duty!”

Each of his remaining subordinates made their rounds and saluted to the Captain, who returned the favour. The almost identical helmets came off to reveal scarred and weathered faces. He would’ve asked each of them to report on the specifics, but the grim looks on their faces spoke more than words ever could. He made a mental count, before sagging down.

“Where are Officer Glass and Sergeant Blitz?” Downcast faces met his question, and it was a Corporal that eventually spoke.

“Glass… was caught in flak when the Behemoths launched their preliminary attacks. Blitz along with his entire patrol were killed by enemy reinforcements.” Grayling slammed a hoof onto the table, brows knitted as he looked at the map spread out across it.

“That’s two more good ponies I’ve lost since this siege began. I’m tempted to issue a full scale retreat. We need to pull back and possibly regroup with reinforcements.”

“But sir! Falcon’s battalion is riding on us to be able to regroup with them inside the city!” said Grayling’s first lieutenant. Captain Grayling looked at his second in command and heaved a hefty sigh. Another explosion rocked the ceiling above them, spilling miniscule amounts of frozen dust onto them.

“Listen, Lieutenant Core, we can’t break through the blockade. The grunts alone outnumber us five to one! Not to mention that they have superior firepower. Our forces will not survive another assault!” replied Grayling. The ponies around the captain erupted into shouting as each tried to interject their own views and statements.

“What, we’re just going to give up!? The others are relying on us to–” began Sergeant Bladesworth.

“Stay alive! Just looking at our firepower and ammunition reserves, I can tell you that we don’t have a goddamn chance of winning this,” exclaimed another.

“Well, what about command? Is there any news from them?” Lieutenant Bolt asked. Captain Grayling gave a slow shake of the head.

“All communications are still jammed, sir.” The mare lowered herself and pulled out a small canteen, taking a slow sip from it. “From our communications equipment, we can’t even tell if the base is still in the same universe as us. The only live communication channels we have are with Falcon’s battalion and the third infantry division on the other side of the city.”

“Keep working on it. If there are any new developments from the pegasus squadrons, tell me immediately!” The flap to the improvised war room opened again to admit another two dozen officers, making it almost three dozen in total.

“Captain Grain, Captain Bastion, and Captain Maul, good to see you’re all still alive.” The three Captains nodded their greetings and took their places around the map table, along with each of their subordinates.

“Captains, we were just discussing the likelihood of a full scale retreat from our vantage point. The blockade is too strong to break through with our limited pony power and I cannot get hold of any news of further reinforcements.”

“The bastards! Damn likely they cut off our supply routes as well. A patrol in the western side was ambushed and taken out. Now we have no support from that side if the front line collapses,” grumbled Captain Grain. Grayling nodded; the situation appeared too grim for words. He opened to mouth to say more, but the colt he had tasked with an order earlier came rushing into the war room.

“Excuse me, officers. I have urgent news for Captain Grayling,” proclaimed the colt, and Grayling had to give him credit for not flinching at the hard gazes that were being directed at him. “Sir, the explosives are set at the front line!”

“Good, that should buy us enough of an opening to pull all of our forces back–”

“Sir, that’s not all. Wing Commander Haze of the 31st company also brings news that she spotted something abnormal. There was a new type of construct, made out of some sort of a bronze arcane alloy.” The Captain immediately looked to his second in command, before snapping back to the messenger colt. Uneasy looks were traded between several of the officers.

“Tell Commander Haze to apprehend that construct intact at all costs!”

“Sir, yes, sir!” The colt snapped a sharp salute and rushed out of the war room. Several apprehensive looks were shot in the direction of the Captain.

“Sir… you don’t think it’s…” started Lieutenant Bolt.

“I think it is. The information our spy network acquired seems to have been realized,” muttered Captain Grayling. “Change of plan, ponies.”

“I’m sorry, but I must be missing something here. Care to inform the rest of us what is so special about this new type of grunt?” asked Captain Maul, with several other ponies nodding in agreement. Captain Grayling chewed on the inside of his lip, before finally letting a sigh.

“Understand that this is purely on a need-to-know basis, so if any of us survive this battle, you are not to disclose this information to anypony under any circumstances.” Stiff nods from the uninformed officers were returned to the Captain.

“Roughly two months ago, an underground spy cell in Canterlot picked on up a secret plan. The plan involved the production of a new type of construct, one that will act as a sort of a nerve cluster to the grunts. Considering the development of their grunt technology, we knew this was going to happen sooner or later.” Captain Grayling looked to the officers, and seeing that they were following along, he continued. “What we didn’t expect was that this construct prototype, codenamed Enigma, contained the brain of a real pony.”

Shocked looks met his announcement, but he raised a hoof to stop them from speaking.

“That isn’t all. We have a strong idea who the brain belonged to,” said Grayling, pausing before continuing, “Twilight Sparkle.”

For a long time, nopony spoke; those who already knew stayed silent while those who didn’t were trying to come to grasps with this fact.

“I-I don’t understand? Twilight Sparkle? As in the legendary Crimson Sentinel? The founder of the resistance?!” exclaimed Grain, his expression disbelieving.

“Yes. This is why we must obtain that device. This is bigger than me, you, or any of us! If we can stop the Equalists from using… her as their secret weapon, we might even be able to… I don’t know, reawaken her.” Another pony spoke up.

“You realize how crazy this sounds, right?” spoke up Grain’s second in command, Lieutenant Thunder.

“I know I’m asking a lot–”

“With all due respect sir, you are asking us to charge into a blockade tens of thousands strong in a suicidal attack, in search of nothing but a… a legend from ages past! For all we know, the legend of Twilight Sparkle was just an old mare’s tale! What chance do we have against the Equalists?”

“We have hope,” said Captain Bastion, finally speaking up. “That’s what made us strong in all these years of hardship and conflict. We are not only fighting for ourselves, but also bringing hope to the masses of oppressed under the hoof of the Equalists.”

“And what good is hope for to our ponies that we have been tossing into the meat grinder. Every. Bucking. Second of this bucking war?!” shouted Captain Grain.

“We all knew what this war would cost us, Grain! Are you saying that it’s better for us to live as the test subjects of their sick and perverse experiments?! We wouldn’t be fighting if we knew the alternatives would even be slightly better!” rebutted Captain Bastion. Captain Grain picked up his helmet, and honed his expression to be neutral again.

“I am pulling my ponies out, Captain Grayling. If you want to continue with this idiotic and suicidal endeavour, then do what you will.” The Captain walked out of the room, leaving it in silence. Captain Grayling took a deep breath and looked around the room, where a heavy silence persisted, interrupted only by the muffled sounds of bombardments and the storm.

“I am asking all of you, not as your captain and leader, but as a fellow pony of the free world, to help me with this. The resistance is dying! Now, more than ever, we need to not only bring hope to the ponies under our care but also bring it to ourselves! I cannot promise success, nor glory, but know that no matter the outcome I will be there with you.”

Slowly, one by one, the officers walked out of the room. Some had neutral expressions, while others were covered in their shame. By the time the last walked out, there were only six officers left out of the original forty or so.

“You never were good at speeches, Captain,” said Lieutenant Core with a small smirk. The Captain replied with a wry grin before returning to his grim demeanor. He looked across the table at the remaining ponies. The gazes of Lieutenant Core, Lieutenant Bolt, Sergeant Briggs, Wing Commander Mist, Magi Ward and Captain Bastion returned his own. Gritting his teeth, he began to formulate a new plan, one that might just work with their limited resources.

“Alright ponies, our goal is to apprehend, and if we can’t, destroy the construct our recons have spotted. From now on it will be referred to as Designation Sparkle. Understood?” Captain Grayling looked across the table and saw stiff nods. Giving a small smile, he continued. “Good, here’s what we’re going to do. When the front trenches explode, we’re going to flank around the eastern breaches…”

ManeFrame was at a loss. The moment she dove from the Behemoth that was carrying her, bullets scraped against her outer shell, and she had barely avoided a less-than-subtle rocket shell. It wouldn’t have done anything more than dent her plating, of course, but the intention behind it still disturbed her.

Hidden thrusters flared out as she touched down onto the snow covered landscape. Through the storm, the mountain of Canterhorn rose up in the distance, though the view was obstructed when a flaming construct was flung in front of her. In the midst of battle, ManeFrame spied the controlled ponies, or grunts, who were literally ripping apart ponies. The smell was absolutely revolting; that of half burnt, half frozen meat mixed in with the scent of oil and fire.

Unlike the unfeeling and forever silent Equalist golems, ManeFrame could hear the screams of pain and agony in the air. It was then that she realized something. These ponies weren’t like the ones in the hangar. These were real, feeling ponies.

A strange feeling overcame ManeFrame. Was it… sadness? She wondered. She tried to shut the drones down, tapping into the floating stream of commands and data. Her efforts were majorly futile, as most had ignored her influence. The ones that did obey ManeFrame, however, were quickly cut down by what she supposed was their enemies.

Their distinctive armour looked familiar to ManeFrame, though to what ends she couldn’t possibly have known. A stray energy beam struck the chest plate of the construct as a stallion moved in to strike ManeFrame down. Before the unicorn stallion could do so, one of the grunts appeared behind him with an unnatural speed and sheared his head off.

Three more of the enemy troopers sprung up and dispatched the grunt easily, which left ManeFrame to fend for herself. ManeFrame panicked, shuffling her memory crystals for any experience or information on battle.

The three soldiers were pegasi, and elites at that. Each wore heavy power armour with a helmet that obscured their faces, making them look more similar to the grunts rather than actual ponies. Unfortunately, ManeFrame had only noticed this after she took to the air in a panicked and shaken state. The three quickly rushed her mid-air, and formed a triangular formation to keep her from escaping. Each struck her while the others backed the attacker.

ManeFrame didn’t want this to happen. What did she do wrong? She hadn’t hurt anypony. She wanted to help them and here they were, trying to destroy her! She liked these ponies, but her mind, distraught and scared as she was, couldn’t think clearly.

She tried to wave to one of the pegasus and tell them she wasn’t their enemy. However, before a word had gotten out of her muzzle, a razor sharp blade clanged against her. This blade, to her shock, left a deep scratch across her previously unmarred plates. Immediately, she backed away frantically.

Why couldn’t I be one of them? Why wouldn’t they accept me?

As she parried and dodged attack after attack, a new feeling had started to consume her; anger. And this time, it was directed at the ponies. When the last strike came, ManeFrame shoved the offending wingblade away with a bestial roar, her eyes alight with fury.

All previous sympathies forgotten, ManeFrame submitted to the artificial blood lust. The next assailant in line noticed this too late, as her armoured wings were ripped clean off when she tried to strike them across ManeFrame’s chest. Twin torpedoes launched themselves from outlets and embedded into the closest pegasus, who fell towards the unforgiving ground screaming in a blaze of fire.

All of this happened within the span of seconds, leaving the last of the trio of the pegasi open to attacks. Using her powerful wings, ManeFrame flew directly in front of the stunned pegasus stallion. The stallion lashed out on instinct, launching vicious strikes at the construct with nothing to show for it. Barely batting a glance, ManeFrame pulled open the hatch of the main oxygen outlet and fired her thrusters into it before closing the hatch again.

The pegasus convulsed violently as the armour bent and warped from the immense heat inside. The stallion dropped lifelessly towards the ground to join his companions. Her sensors, however, picked up a new blip and she turned quickly to see a pegasus, this time only lightly armoured hovering with his eyes wide and mouth agape. In a split second, thrusters along ManeFrame’s wings ignited and propelled her into the pegasus’ face.

The pegasus colt, knocked into activity, scrambled to fly backwards.

“N-no, don’t, p-please. I don’t want to die!” ManeFrame quickly gave chase after the panicking colt, brandishing her extendable hoof blades. The bloodlust, however, had started to dim and her wings started to falter as she saw the pony flew further and further away.

What am I doing?

New emotions flooded the unprepared systems of ManeFrame. Horror, shame, guilt, and countless more that she could not properly name. The conflicted construct raised her eyes and looked across the landscape devastated by war. She looked down to see the living ponies retreating en masse into a network of trenches, with her own troops moving in to finish them off.

This is wrong, she thought, I have to stop this!

“How do I do this,” ManeFrame muttered to herself. She didn’t need to say it out loud, by exercising her vocal capacities helped her think clearer. She scanned the snow covered battlefield, and saw thousands of her troops scattered all over. An obscenely loud blast from above her suddenly reminded her of the presence of the Behemoths, as that was what they were called.

“Of course, if I take those down, then the ponies wouldn’t be suppressed anymore!” she whispered to herself, a small grin forming on her metallic muzzle. However, a frown soon replaced her smile as she realized that she would be immediately set upon the moment the enormous airships went down. She looked towards the downed pegasus elites on the ground and an idea formed in her head.

With a large flap of her wings, she descended quickly towards the ground, slowing only when she was a pony’s length away from it. Carefully, she examined one of the better preserved elite armours, and then proceeded to strip it off of the body and put it on her own. A few tight tugs later along with the tactical use of straps, ManeFrame had the armour on, putting on the helmet last. She also grabbed a fallen firearm, a semiautomatic rifle, and clipped it across her back.

Without further delay, she shot upwards, her thrusters thankfully allowed to be used through a hole at the sole of each armoured limbs. For the first time, ManeFrame saw the hulking mass of machinery that was the Behemoth. Whole databases cannot explain the chill that ran down her spine when she spied the endless rows of turrets and batteries that lined the hull of the airship.

ManeFrame took care to continue to send her authorized codes to the automated scanners of the airship, as the guns would otherwise recognize her as an enemy. She touched down at one of the open hangars, and almost fell out in shock when she saw what was in it.

“Bombs…” uttered ManeFrame, her eyes wide behind the helmet visor. Indeed, there were possibly hundreds of bombs stacked against each other, ready to be deployed within a moment’s notice. ManeFrame knew enough about the Empire’s tactics against the rebel incursions. There was also no doubt that they would be used on the entrenched ponies on the battlefield.

Despite the unsettling fact, ManeFrame was relieved that she had found a way to disarm the ship, permanently.

It was time for step two of her plan.

Still decked out in her rebel armour, she took a moment to stabilize herself before turning on the communications relay to all of the constructs deployed in the warzone.

“All units, Behemoth EQU9-243 has suffered a crippling blow and rebel insurgents have breached the command centre. Requesting all units to fall back and defend command central.” A flood of monotone acknowledgements from the commanders of the constructs came cackling through the intercoms, to ManeFrame’s satisfaction.

She quickly overrode the authorization on the inactive bombs in the hangar and set up a timer, hoping that her calculations were correct. Once she was done, she stopped broadcasting her authorized signal and unslung her rifle, flicking the safety off. A small measure of doubt creeped into her mind, but she quickly stomped it down.

Immediately, ManeFrame could hear heavy footsteps as dozens of grunts flooded the corridors leading to the hangar. As soon as the first metallic figure popped through the doorway, she let loose a barrage of magically enhanced bullets assisted by her auto-aiming system. The process repeated until she felt the magazine of the rifle run dry.

Combat techniques engulfed ManeFrame’s mind as she threw the rifle with enough force to shatter a limb of the next construct in line. The machine collapsed at the entrance and blocked the next wave of incoming constructs. ManeFrame quickly seized the opportunity to pry loose a plate of her rebel armour to reveal a rocket launcher primed to fire.

“Boom,” she said breathlessly as a quartet of rockets slammed into the choke the grunts had unwillingly created. The constructs were immediately engulfed in an ungodly amount of fire and devastation, tearing away a good part of the hull in the process.

Alarm sirens screeched throughout the Behemoth as ManeFrame thundered down the corridors, occasionally stumbling upon constructs unfortunate enough to be in her way. They were dispatched easily enough with the forward momentum of a thruster- boosted hoof.

Before long, she reached a heavily barricaded bulkhead, a row of construct shock troopers entrenched before it. ManeFrame stumbled into cover not a moment sooner as the constructs began firing wildly, not caring if they ripped apart the corridor in the process.

“What to do? What to do?” muttered ManeFrame as she looked around. Glancing downwards, she quickly spotted heavy wiring that extended to the front of the bulkhead, connecting with a panel directly behind the position of the shock troopers. With a hopeful expression, she jammed her left foreleg into the wiring, and started overloading the electricity.

She pulled away swiftly when the crackles of electricity connected with her metal hoof. However, the shock troopers were far less fortunate, as the panel exploded outward from the overload and disabled all of the constructs except for two. Seizing her opportunity, ManeFrame launched a duo of rockets into the two standing troopers, shattering their weak shields and spraying shrapnel everywhere. Stepping out of cover cautiously, she scanned the corridor before determining that there were no more hostiles. She glimpsed a fallen machine gun, and quickly grabbed it before focusing on her real task.

The enemies down, she focused her attention on the bulkhead. She looked down at the controls, and to her dismay they were completely busted from her electrical overcharge. She modified the settings on her hoof thruster and intensified it so that it acted as a laser cutter. The pitter patter of hooves on metal behind ManeFrame urged her to hurry.

Half a minute passed before a full circle was carved into the bulkhead and the circle of heavy steel collapsed inwards onto the other side. She darted through speedily and came across the shocked postures of a dozen Behemoth pilots. Before any could grab their firearms, ManeFrame dispassionately eradicated them as she engaged with her salvaged machine gun, spraying a streak of red hot brass into the room.

The room, once filled with panels upon panels of delicate controls and equipment, were now crisscrossed with bullet holes and spent casings. ManeFrame rushed over into the central core, an enormous pod shaped object, and strapped a small explosive device onto it. She checked her internal clock and adjusted the settings on her timer.

If she had a real pony body, ManeFrame swore she would be sweating up a storm now. She was going to cut it close, really close.

A bullet ricocheted off of her head just as she finished the settings. All that faced between her and the open air was a ridiculous amount of solid steel. Her calculations told her that if she spent all her explosive ammunition on the heavy barrier, she might just be able to break through.

ManeFrame couldn’t help but shiver at the implications if she couldn’t, but the loud squeal of metal being pried apart robbed her of any hesitation.

Without turning around to acknowledge the swarm of grunts rushing into the command room, she unloaded every single rocket shell in her arsenal. The explosion rocked her backwards, as well as the new visitors. However, the grunts had recovered far earlier than ManeFrame had predicted. Gunfire crisscrossed the torn and battle-scarred room. A barrage of bullets hit her helmet, completely tearing it apart to reveal the construct below.

The tunnel made by the rockets had reached outside, much to ManeFrame’s relief. That was cut short when one of her hoof thrusters was shot down by a stray bullet. ManeFrame struggled to maintain her speed as she relied on the remaining one thruster and her wings.

Almost there, she said to herself as she went deeper into the tunnel, flap by thruster boosted flap.

Then she was free. And falling.

Giant bolts of flak exploded around her as ManeFrame fell towards the earth. Her resistance armour was sliced apart by the otherwise lethal fire, though they only managed to scorch the heavily enchanted plating on the construct. A few more lengths downwards and she was out of the range of the Behemoth’s batteries.

“Tick.” She continued to fall.

“Tock.” A wave of pegasus constructs appeared at the mouth of a hangar, ready to take off.

“Boom,” said ManeFrame, her eyes trained unwaveringly at the side of the airship.

A deafening blast shredded the entire right side of the ship. She watched as it was propelled sharply towards the other Behemoth, the blast in its starboard hull quickly escalating into a fiery explosion. The gigantic airships slammed together in an almighty clash, and a second later the core of the first Behemoth detonated, causing a chain reaction that imploded its now shared interior with the second airship. The clash of twisted metal seemed to bend outward before one final fireball consumed it, lighting up the entire storm filled sky.

For a brief moment, it showed ManeFrame what the sun might’ve looked like.

The day was becoming more and more confusing by the minute.

Captain Grayling, along with his platoon of troops, was creeping along the fallen trenches of the eastern flank when the grunts started to fall back en masse. The soldiers looked at each other in confusion and bewilderment when they spied the Equalist soldiers pulling back to their Behemoth, completely leaving well- entrenched – and in some cases perfect – defensive positions. The bodies of both Equalists as well as the resistance fighters showed proof of the struggle earlier for those exact locations.

“Captain, what in Tartarus is going on?” asked Lieutenant Core, keeping his voice low but enough to be heard over the storm.

“I don’t know, but I smell a trap. Regardless, I fear we need to go in now in case they somehow caught onto our plans to capture Sparkle,” muttered Grayling. Turning around he quickly found the two faces he was looking for. “Quick Stop, Rush Time, I need you two to scout ahead to investigate what is happening right now. Be on the lookout for both Wing Commander Haze and Sparkle.”

“Yes, Captain!” The pair of pegasi saluted smartly and quickly took off. Diverting his gaze back to the active warzone, the Captain continued forward. However, a trio of irregular lumps in the snow quickly stopped him, prompting him to signal his soldiers to stop.

Approaching carefully, he saw that the lumps were in fact bodies, pegasus bodies to be exact. Upon closer inspection, he had also realized one of his fears, as in front of him was the unarmoured body of Commander Haze. The Captain jumped as a hoof touched his shoulder, belonging to his first Lieutenant.

“Captain, is that…?”

“It appears so, and our deceased Commander here has also been stripped of his armour.”

“Do we have a possible enemy infiltration unit posing as friendlies?”

“Possibly, we can’t be too sure,” said Captain Grayling, his eyes narrowing dangerously behind his helmet as he looked up into the sky. “Lieutenant, inform the troops that we have a possible infiltrator wearing our armour.”

“Yes, sir–” The Lieutenant’s reply was cut short when a loud explosion displaced the air. Instinctively, the officers along with their platoon ducked down into whatever cover they had. Once realizing that they were not under bombardment, they redirected their attention to the source of the sound.

And what amazing source it was.

In the sky, one of the Behemoth was rammed bodily into the other, flames and smoke thundering out of its side as the two metal giants grinded against each other. Not a moment later, a second, more brilliant explosion rocked the first Behemoth, and quickly spread through to the other airship.

The sky was lit up by a miniature sun, glaring in all its intensity as hundreds of tons of fuel and ammunitions combusted simultaneously.

Even through the visor, Grayling was momentarily blinded by the brightness. When the spots had disappeared, all he could see was the flaming fireball of a wreck slowly descending to the ground.

“What. The. Buck. Was. That?!” exclaimed one of Grayling’s officers, Sergeant Tombs. The dark grey unicorn mare was staring wide eyed, her mouth hanging open as she gawked at the scene. Grayling couldn’t blame her as he was likely imitating her expression.

“Captain, what are our orders, sir?”

“I-I–”

“Look, I see Sparkle, three o’clock and falling rapidly! Roughly half a klick out,” shouted one of the ponies placed on overwatch. “Cap, Hostiles approaching from all sides, and more between us and the target!”

The sound of gunfire quickly followed, signalling the end of spectating the fallen Behemoths. A line of bullets sprayed into the platoon behind Grayling, and the Lieutenant cursed loudly as they dove for cover. From all sides the grunts rushed in, held only back by the living flesh of ponies.

“Where the hell did these grunts get their reinforcements?!” shouted the Lieutenant as he reloaded his automatic rifle and started unloading at the encroaching constructs.

“No idea,” said Captain Grayling through gritted teeth. “And I don’t want to stay to find out.”

He quickly pulled out a small whistle and blew loudly, signalling the survivors of the surprise attack to rush forward. Many of those brave ponies had chosen to forgone their guns completely; some were wielding coldsteel swords that cut through iron and steel while others brandished EMP daggers that destroyed all delicate electronics they came into contact with.

The Captain’s hunch had paid off as they quickly finished off the attacking grunts. Not wasting a single moment, Captain Grayling ejected the almost empty magazine and replaced it with a new one before plowing onwards. However, a shaky hoof from Sergeant Tombs stopped him dead cold.

“Cap’n, were t-those there before?” asked the mare, and Captain Grayling followed her hoof to see three Alpha class Behemoths approaching in the distance. Grayling flinched as a tremor rocked through the ground, and he turned to see the trenches from which the remaining soldiers were evacuating from bombarded by flak from mounted mortars on the Behemoths.

“Bloody Tartarus! That’s where Captain Bolt and Captain Maul are rallying their survivors!”

“Get down!” screamed the Lieutenant, and Grayling’s years of experience told him to oblige. A moment later, the engines of Imperial Gliders roared passed them. They slowed for a fraction over the retreating rebels, dropping a collection of Imperial Deployment Capsules.

“Nopony’s going to survive that,” said Sergeant Tombs in a small voice. Grayling wasn’t dumb enough to rebuke that. The Empire wasn’t known to accept surrenders and they would mercilessly – no, gladly – cut down all retreating forces.

“More incoming!”

“Wait! I see signals from friendlies!” interrupted another soldier on overwatch. “It’s Captain Bastion’s platoon!”

Sure enough, from the shadows, a ragtag group of about forty ponies appeared, with Captain Bastion and Lieutenant Bolt leading the group side by side. Captain Grayling quickly went over, still crouching low, and exchanged a solid pat with his hoof.

“It’s damn good to see that you survived the chaos just now, Grayling,” said Bastion in his deep gruff tone. “Have you found our target or Wing Commander Haze?”

Grayling sighed and sat down heavily.

“Yes to both, actually. We saw Sparkle falling east of here, not far from our position. As for commander Haze… well we found his body, and to be more specific, his stripped corpse. The armour is all gone.” Grayling grabbed his canteen of water and downed a quarter of it in one gulp. They were told to preserve water but… they might not survive that much longer. He might as well quench his thirst. “I hope you have better news?”

“I really hoped I did, Grayling. From what we discovered, it’s an invasion force. It aims to sack the entire outpost collection in the Neicolt region.”

“Well, what can you say about that?”

The question left everypony in wordless, as each struggled to contend with this impossible situation. The wailing of the winds and Gliders filled up the otherwise permitting silence. Eventually, Grayling stood up.

“Dammit all. Magi Ward, how far can you teleport me and how accurately?” called Grayling, struggling to be heard on top of the sound of the wind and Gliders screaming past.

“I can’t teleport long distances, but my specialization is accuracy,” replied the Magi. “Why?”

“We need to take down as many of these bastards as we can. Lieutenant Core, I hereby authorize you to take over my position as Captain.” The vigilant Lieutenant, now Captain, nodded back. Grayling turned towards the Magi. “Magi Ward, I need you to teleport me into the next Glider that comes by. I’m going to hijack it and deal as much damage to the new Behemoths as I can.”

“Sir! I must object–” started Sergeant Tombs, but was cut off by a look from Captain Bolt. Captain Bastion stood up, and slowly walked towards Grayling. With a heavy sigh, he glanced at Grayling and put on a hoof on his withers.

“Grayling, I never told you this before, but you’re the bravest son of a stallion I had ever met,” said Captain Bastion, with what could only be described as pure, unaltered respect in his voice. “Good luck out there.”

“Thank you, sir. It has been an honour,” said Grayling to them all followed by a salute, walking off with the Magi, who seemed hesitant. He turned back to them and took off his helmet to flash them a smile, barely visible in the snow filled winds. “I expect something cheesy on my tombstone when we win this bloody war.”

The ex-Captain and the Magi slowly climbed out of the collapsed trenches and into a shroud of fallen logs that had been long-since dead. Between their armour and the lifeless shrubbery, the two ponies were well camouflaged against the snow white ground.

“Can you do this, Magi Ward? Teleport me into a fast-moving projectile without ripping me apart?” asked Grayling, almost afraid of the answer.

“I can manage, but there is a chance of unpredictability should the aircraft adjust its course mid-flight,” said the Magi as she started scribbling down calculations on the anti-frost pad clipped to her armour. She looked up at Grayling with a worried look. “Even the smallest difference would kill you outright.”

“We still have to try,” muttered Grayling, putting his helmet back on. Even in the briefest moment his face had been exposed, icicles had started to form on his chin. “When will you be ready?”

“Whenever you are, sir,” said the mare resolutely. Grayling looked back at her for a few seconds before shaking his head and gazing upwards.

“Now we wait.”

Grayling looked into the distance to see a formation of Gliders heading towards them. Looks like we won’t be waiting long, he thought to himself. He readied himself and took in what was possibly the last breath he would take for the rest of his life, however short it will be.

For Equestria.

Systems.Operations.Execute(“Re-establishing System Control”);
Operation Readout(“Compiling command…”);
System.Compiler(“FATAL ERROR”);

ERROR: 0,0,1,1;
ERROR: 0,0,1,2;
ERROR: 0,0,1,3;

NullReferenceException.EmotionalInhibitor; Port:8240 – ACCESS DENIED;
Ventilation.Execute{Fatal-DebrisBlockage};

System: Attempting to re-establish central processors.

A barrage of alarms and flashing signs exploded inside ManeFrame’s mind, and she was absentmindedly aware that she was in freefall from the flaming wrecks that used to be Behemoths EQU9-243 and EQU9-226. Even if she was vanquished, at least she had done her duty to prevent the rebels from being massacred.

That was the word; Duty. She had a duty to protect these ponies. It was… it was the right thing to do. Right?

ManeFrame’s fragmented processing systems went over this new piece of information, one that she couldn’t determine the purpose of in her current state. She looked over her database, and all facts led to the conclusion that her information systems, as well as some processors, were damaged

A small marker on her primary system readout read ‘Emotion Prohibitor Damaged’, which she stowed away to later review.

When ManeFrame finally collided with the ground, she could ‘feel’ several of her armoured plates fly off from the sudden collision. She laid there with her eyes closed for what felt like hours, though her clocks suggested it was only minutes.

Perhaps I should just surrender myself to the rebels, and we could work out some sort of peaceful coexistence?

ManeFrame’s musings were cut short when a rumbling sound reached her ears. Strange, thought ManeFrame, it almost sounded like… Imperial… Gliders!

Her eyes snapped open in time to see a full squadron of Gliders numbering no less than fourteen screeching past overhead.

Where did those reinforcements come from?! That was the thought that rang through ManeFrame’s bewildered mind when she spied the Gliders dropping dozens of ‘capsules’ containing hundreds of grunts into the midst of the retreating rebel army.

“Oh no, no, no!” shouted ManeFrame in despair. All her effort to stop the slaughter of the ponies was rendered useless in that moment. The grunts released from the capsules were quickly pulling apart the surviving rebels. Her despair paled in comparison, however, to the feeling that shook her to the core when she looked to the horizon and saw a trio of Behemoths shuttling towards the battlefield. To an unfamiliar observer, these could be mistaken as normal Behemoths.

But ManeFrame knew better. She could spot a city destroyer from miles away, but with three of them there… ManeFrame shook her head. There was no way anypony within three kilometres of the Behemoths were going to survive this.

Then, something amazing happened.

A lone glider broke from the bombing formation and doubled back towards the trio of city destroyers. ManeFrame couldn’t understand what was happening until rays of fire were released from the Glider, taking the first destroyer by surprise. The destroyer, without much of a chance to resist, was engulfed in flames after several more attacks against it.

The second and third Behemoths, having caught on to the attack, unleashed an unholy amount of flak at the Glider. Seeming almost invincible in its ferocity and determination alone, the Glider landed critical barrages of rockets on the third city destroyer, and before long, it too went down.

ManeFrame silently cheered for the brave resistance pilot. However, her celebration was cut short as the painful sensation of outside interference raced through her mind. The feeling was akin to a turbocharged jackhammer relentlessly drilling into her head.

There was no doubting it, the Empire had found out about her betrayal and was trying to hack their way into processors to regain absolute control. She looked down at the flashing identification markings on her flank, mesmerized by the runes. ManeFrame was caught by surprise when a shock wave nearly bowled her over. Regaining her footing, she looked up just in time to see a squadron of Imperial fighters scream past overhead. ManeFrame quickly took cover under a piece of debris and waited. The sound of the gliders faded and she let out a tense breath when they gave no indication that they noticed her.

ManeFrame noticed a small shape separate itself from the burning fuselage of the previously hijacked Imperial Glider, barely out of reach of the tendrils of flames. Focusing her optical sensors on the falling object, MainFrame picked out the shape from other debris; it was a rebel soldier, and from what her sensors told her, the pilot was likely unconscious.

So this was the pony who decided to go on this mission, knowing all along that it was ultimately suicidal. She couldn’t help but feel a little in awe. Here was a pony with such bravery of the likes ManeFrame couldn’t even imagine.

ManeFrame looked at the downed pony, and without further delay, she dashed forward, launching off the ground with help from her thrusters. The flight transformed into a graceful glide when her metallic wings spread open. Once she was in position , ManeFrame rapidly dove towards the unconscious stallion. She caught him, and with an extra puff of speed flew them outside the range of the bombardment.

The construct looked back at the fading battlegrounds, and an intense spark of sadness ignited inside her as she saw the remaining ponies being rushed by the bulk of her forces. It was clear that none of the pony soldiers were going to survive the Empire’s counterattack.

But at least I saved one.

With that singular thought in mind, ManeFrame searched through her Database to find a safe respite. Her internal eye glanced over one of the possible places but her mind hesitated for a brief, irrational moment. Shaking her head, she marked the location as her destination, and a small directional marker appeared at the top of her HUD appeared with a small tag stranded above it.

Set Destination Y/N

Set Press(console.readout(“Y”));

Y

Destination: Everfree Ruins.

Author's Note

Thanks for reading all that, folks. I hope you enjoyed it! However, if you didn't, please tell me why in the comments section and I'll strive to improve.

EDIT: This is now proofread!

EDIT2: Now with Editor's Notes!

Flicka Ravenhide -
Hey guys, Ravenhide here. This one was a doozy to edit, lemme tell ya. Kind of felt like I was doing an operation, with all the comma splices that needed fixing! That being said, we'll get there. Part of our job (us editors) is to help 'ol croaky engine keep chugging on along. He can do the writing, we can do the fixing, and we all learn some stuffs. Yeah. Nailed it.

Chapter 2 - Grayling

Ponyville Proper, Everfree Region, Year???? After Nightmare Moon

It was almost dark when ManeFrame stumbled upon a rickety, old apple barn in apparent disuse. A cluster of houses reminiscent of pre-war architecture lay beside it, though their crumbling foundations looked far too unstable for them to be viable residences. Twisted lamp posts and signs dotted the streets, some accompanied by the odd carriages of old, some still showing the intricate designs carved onto their sides. The air had also grown increasingly cold and ManeFrame feared that the pony draped across her back would freeze if they forwent shelter that night.

During the journey, ManeFrame almost stumbled upon two Imperial patrols scouring the Neicolt region, each armed to the teeth in weaponry and armour. Along with each of the patrols, there was an accompanying Imperial fighter, the sort that she couldn’t outfly with a passenger. There was no doubt that they were either looking for any surviving rebels or trying to find her.

More than likely, they were doing both.

After the close encounters, ManeFrame had learned to be much more cautious, especially with her precious cargo in tow. The open fields proved to be especially risky, and more than once she had found herself trotting among the fields of thick, knee high frostgrass that miraculously persevered in the cold. When she could fly, ManeFrame stopped periodically in between long stretches of flight, saving her strength. If they were spotted, she wanted to be confident that she could outfly anything less than an Imperial Glider.

As she flew closer to the barn, the faint, cracked surface indicated that at one point in its lifetime, its outside was coated in a magnificent red paint. Weather and time had not been kind to the building. Despite that, the framework of the barn was decidedly made to last. The edges of metal frames stuck out through exposed spaces, and the building itself had somehow retained its original structure. A sign hang limply on the front wall, though only a single word – Acres – was readable.

ManeFrame flew in and landed roughly, leaving a trail of indented snow in her wake. The unconscious pony on her back gently bumped against the back of her neck, but ManeFrame herself barely felt it. Righting herself, she tucked her wings in and approached the barn quietly. Every crunch from her hoof on the snow covered ground left her wincing.

Indeed, there was a cold, unnatural feel to the streets. Rubble and ravines covered the road leading up to the barn, visible even though it was covered by a thick layer of snow. She couldn’t help but feel there were eyes following her. What frightened her more was the fact that she couldn’t rule out the possibility.

Many of her more sophisticated sensors were also damaged or otherwise disabled during her fall, and it made her much more cautious of her surroundings with the lack of additional information. Most important of which was her infrared scanners, so she was unable to tell if there were one hundred ponies hiding around her or none at all. However, the neglect around the ruins seemed to indicate that nopony had been in here for a long, long time.

For ManeFrame, her luck was tinged with melancholy. It seemed that a great number of ponies used to live here, but all that was left of it now were skeletal walls and cockroaches.

She shook her head to clear the thought and stiffly walked over to the front of the barn. A grimace quickly crossed face when she opened it, the squealing sound of metal on metal echoed beyond the entrance to the building. The stallion on her back squirmed uncomfortably and tried to instinctively cover his ears.

ManeFrame stepped through into the dank and musty space beyond, where old frameworks were still attached in places, yet devoid of any machinery or valuable equipment. The only things left were scattered on the ground, rust and moss clinging to shells of their former selves.

The interior itself was huge. A great space dominated the main foyer. Metal frames with rotted wood held up the space, the ceiling at least several pony-lengths high. Along its lengths were rows of stalls, though most seemed to have completely collapsed. Off to the right side was a flight of stairs that extended upwards and into the upper level. Aside from those, the huge cavern of a building was completely barren.

ManeFrame trotted over to one of the intact stalls and slowly lowered the unconscious pony from her back. The body fell with a quiet thump onto the ground. She quickly turned the pony over and winced when she saw blood blossoming outwards through the makeshift bandage on his left side.

She cut a piece of cloth from his barding and replaced the bandage. Even with the swift analysis she had made, it was obvious that the wound was quite severe. An object – likely shrapnel from the explosion – was embedded deep under his coat. The flesh around it had already started to develop a sickly greenish tinge.

He’s going to die if this doesn’t get treated soon, thought ManeFrame with a bitter frown. She gently pressed her hoof against the bandaged wound, cringing when she came away with a little sliver of red at the bottom of her hoof.

She checked the marker on her navigation system. The Everfree Ruins were a little more than half a dozen kilometres away, almost within reach from where they were now. Her database, incomplete as it is, told her that the area surrounding the ruins was a forest as well as an old city called Ponyville. Strangely enough, there was no coordinates of any sort nor were there more information on the subject.

A small twitch from the stallion next to her reminded her that she had more pressing issues than an incomplete database.

An idea suddenly struck her. If there was a city nearby, or at the very least a town from what she had seen, then there was bound to be hospital somewhere.

And a hospital meant medical supplies!

ManeFrame was overjoyed at the solution. She stood up immediately to go to the door, before remembering that it was impossibly dark outside. With a disappointed sigh, she sat back down and, for the first time, removed the helmet from the pony’s head. Her breath almost caught in her throat as she gazed upon the sleeping pony.

The stallion had a wild, almost untamed mane, with brilliant swirls of light grey contrasting against a deep, rich goldenrod colour. Strands of his mane hang limply down the side of his head, matted by sweat that had since dried from the cold. His face was rather striking, with a chiselled jaw and distinct cheeks. His coat was a bright shade of ivory, though it was somewhat blemished by dirt and oil stains. To ManeFrame, however, she thought it gave him a sort of… rugged handsomeness.

ManeFrame suddenly looked away, and despite lacking blood or a coat, felt her whole being ablaze with embarrassment. Where had that come from? ManeFrame scolded herself, before starting to wonder what his eyes would look like. Would it be an intense shade of lavender, her favourite colour? No, stop it ManeFrame.

ManeFrame couldn’t help but giggle as the internal two voices argued onwards in her mind. However, she stopped when she realized what one of the voices had mentioned. Lavender was her favourite colour? Since when did she have a favourite colour? ManeFrame stowed away this new piece of information and placed the helmet back on the sleeping pony.

She was about to lie down when a shuffling noise was caught on the edge of her auditory sensors, prompting her to straighten. The first time, she wrote it off as nothing and began to stoop again when the noise repeated itself, this time louder. Or perhaps it was closer?

She looked around in the dark interior, and despite her penetrating optical sensors, she still felt a small chill ran down her back. A great debate was raging within her, and she couldn’t help but wish that she had only imagined the sound. A few silent moments passed, and ManeFrame questioned if her enhanced audio sensors had, in fact, malfunctioned.

“Keep it together, ManeFrame. It’s probably nothing,” she muttered to herself, her ears flicked anxiously as it tried to pick up any unexpected sounds. A barely audible scraping sound from above caused her to flinch. “It’s just some rodents.”

She went back to tying the knots around the unconscious pony. Then she heard it. It was a clop, the sound of hooves on wooden floor boards.

That was definitely not a rodent, she thought to herself with wide eyes.

Hesitantly standing up, ManeFrame stepped outside the stall, and crept towards the flight of stairs. She wished that she would just let the noise be, but the more rational part of her mind told her that it would be a decision she would regret. Her pair of hoof blades quietly extended from the end of each of her forehooves.

Secretly, she hoped that if there were indeed ponies here, they were friendly. Despite being one herself, she could destroy constructs with ease. Ponies, however… ManeFrame shuddered when she remembered her brief lapse into bloodlust, and vowed to herself that she would never let that happen again.

When she crept up the stairs, she could definitely hear the sound of loud shuffling. It sounded like only one pony was upstairs, but she couldn’t be sure with her sensors down. Something was also seriously messing with whatever detectors she did have working.

She entered an empty hallway, walls decorated with once-beautiful carved wooden boards that had long since rotted. A single shattered photo frame was lying desolately on the ground, the image it held showed six ponies but the details and colours were too faded to make out anymore. ManeFrame crouched low, minimizing her profile and muffling her sounds.

She stopped just outside of a room with a door that was slightly ajar. The sounds weren’t subtle at all, and ManeFrame could almost hear somepony speaking inside. She readied herself as she slowly approached the door. Once she was directly outside, the voices paused for a second, and ManeFrame struck.

She leapt into the room, and almost stumbled across an ancient, barely standing dresser with a missing leg. She could almost hear a phantom heart pumping in her ears as she slowly surveyed the room. There was nopony here, nothing. Instead, the only thing in the room beside the broken piece of furniture was a small, metal locker stuffed into the corner of the room, its metal covering rusted and worn.

“What?” she whispered to herself, brows furrowing as she surveyed the room for any signs of recent activity, but couldn’t find anything. A thick layer of dust covered everything she could see; the only set of hoofprints she could see belonged to her.

ManeFrame curiously stepped closer to the locker, and when nothing lunged out to destroy her, she gently prodded it. With a small click, it slid open, revealing a small but extremely valuable- looking necklace. Confused, she picked up the piece of golden jewellery and inspected it. The centrepiece was a bright orange gem etched in the shape of an apple, with two leaf-like pieces shyly peeking over the top. Strangely enough, there wasn't a single scratch nor tarnish to be found on its surface. In fact, it seemed to shine in the dimness. With nowhere else to put it, ManeFrame carefully slid the necklace around her neck.

In a bizarre turn of events, the noises had stopped as well. ManeFrame checked the rest of the rooms, and they were all completely bare except for a small storage room. Her luck led her to find another small locker there, though this one yielded something she would’ve wished dearly to avoid using. The shotgun she had found was now slung across her back in a harness that she had found lying beside the weapon, a single, bright red apple etched across it.

By the time ManeFrame had finished ‘exploring’ the rooms of the huge building, her internal clock told her that almost an hour had passed. Her power reserves, to her dismay, were also hindering her functionality, causing her eyelids to lower when it was utterly unnecessary.

She traced her way back to the stall she had chosen before. Still wary of the sounds she had heard before, she quietly moved a few boards around them. ManeFrame looked towards the stallion, and after a thought, picked up an ancient, rusted cow bell. Handling it carefully to ensure it didn't make any noise, she attached it to the bound pony.

It was cold, and ManeFrame hoped that the thick barding would help a little in keeping the stallion warm. Looking around, she found a small pile of decaying fibres on the ground and placed the stallion on top of them. It wasn’t pretty, nor was it incredibly sanitary, but it was better than just sleeping on the cold, dank ground.

Finally satisfied, ManeFrame settled down next to the sleeping stallion, being careful to not be within a hoof’s reach of him. ManeFrame closed her eyes and switched to standby mode. Then, she began the long process of rejuvenating her spent power cells and shuffling her new, bizarre memories into long term storage.

Morning came quicker than ManeFrame would’ve liked, and she reluctantly reverted back to her active status. She stood up and stretched her metal limbs, blinking in the still gloomy darkness of the abandoned barn. Fleeting flashes of phantom images swam past her eyes, and she tried to catch onto them, but to her disappointment they departed like the breeze.

Her database was eerily silent ever since her escape from the Empire, and for some reason it unnerved her to no end. Was she… lonely? No, that didn’t feel like the right word to use. ManeFrame huffed internally. If database didn’t like her, than she didn’t need it anyways.

She turned away from the slightly bitter thought, and focused on something else instead. Her internal clock told her that it was still in the early hours of morning, but she decided that there was enough light to do what she wanted to accomplish.

After checking over her bound ‘prisoner’, who looked significantly weaker and paler than before, she carefully removed the improvised barrier of rotten wood she had erected. She peeked outside the stall, and once she determined that it was all clear, slowly stalked outside. The mysterious sounds from last night didn’t make a reappearance as she reached the main entrance to the barn.

She pulled the door open much more carefully this time, remembering the squeal it had made before. When she stepped through, she felt the cool breeze sweeping across her body. Her hooves pressed into the soft snow, as she simply enjoyed the sensation. Before long, she mustered her determination and set off on the road running adjacent to the barn house.

Everything looked much the same as last night, except that the state of despair was much more illustrated in the light. Cracked and varnished walls stood parallel to the road, some being the only remnants of the houses they were once a part of.

Her journey, however, was preemptively cut short when she rounded a street corner and squinted. Her arcane detectors were crackling as she approached, indicating a huge enchantment that was still somehow active.

“Wait… this can’t be right,” ManeFrame muttered to herself in disbelief. In front of her, the buildings and streets ended abruptly, as if it had been severed with an enormous blade. Beside the occasional rubble or two, there was an uninterrupted field of frost grass, the same sort she had trotted over during her journey. Some distance away, she could even see the treeline to what could only be the edge of the Everfree Forest.

Stepping cautiously past the distinct edge of the ‘town’, ManeFrame trotted into the open fields. Her hooves carefully poked at the edge, and aside from the occasional crumbling stonework, everything was miraculously intact, with no signs of significant trauma through force. The only explanation was magic, but…

“This doesn’t look like any magic I’ve seen before,” muttered ManeFrame. She stepped outside of the town and walked alongside it. Her goal remained the same – to find a hospital or clinic of some sort.

As she walked further and further, the lack of her objective started to worry her. Could it perhaps have been within the missing part of the town? An unfounded fear, she found, when her receivers picked up a faint beacon. She quickly locked onto the signal and was overjoyed when it was broadcasting that of a medical institute.

In her state, she didn’t give any thought as to why the beacon was still broadcasting after at least decades of abandonment.

She reached further into the new, foreign part of the small city. Old, unreadable posters started to decorate the ruined walls of buildings, and cans and garbage were steadily increasing their presence on the street. She didn’t give any thought to them. The marker indicated she wasn’t far now.

ManeFrame’s trot came to a stop when she rounded a corner, her eyes widened as she saw a small, metal fortress looming a few blocks away. What caught her attention more was the fact that there were two extremely guarded ponies standing in front of her, already in the process of bearing their thick barrelled firearms towards her.

As fast as she could, she galloped away, extending her wings. A salvo of bullets whizzed past behind her, peppering the way adjacent to where she stood. Several twists and turns, and she saw another pair of similarly armed ponies running on her left. Shouts were echoed through the air, quickly followed by a sharp whistle.

Before she could respond in any sort of way, a barrage of missiles was launched somewhere behind a protruding pile of rubble. ManeFrame’s eyes widened and she quickly leapt off the ground, manoeuvring her wings to dodge the rockets. Unfortunately for her, she was too focused on the missiles to notice an electro-arcane grid coming up in front of her.

She painfully slammed into it, her internal wards barely shielding her from the huge current coursing through her body. Spasming, she fell to the ground, wisps of smoke coming from her body. She tried to rise, but the only thing she could utter was a low groan. Warnings and buzzers flared throughout her body along with an indescribable dizziness that consumed her mind.

The last thing she could remember was a pair of quartet of hooves landing in front of her.

When ManeFrame became aware of her surroundings again, a shocked gasp left her. All around her were ponies, some dressed in ragged clothing while others bore steel plates of armour of various kinds. However, all shared a mark, the symbol of a blood red tree. Even in her state, she counted no less than two dozen ponies all about the courtyard they were in, some residing on improvised metal walls while others loitered on ground level.

And all of them were cheering for her destruction.

An EMP dagger sank into her shoulder and the limb spasmed violently as she let out a blood curling scream of agony. The ponies laughed and jeered at her torture, and ManeFrame could feel something impacting against her side plates.

“Let’s see how many parts we can strip off while it’s still active!” shouted one of the ponies, to the wild approval of the on watching crowd. ManeFrame shuddered violently as one of the ponies proceeded to do just that. She screamed again when she felt a laser cutter being applied at the intersection between two plates.

“N-no, please… ST-STOP!” cried ManeFrame, her hooves trying to grab something, anything to hold on to while the cutting continued.

“Ahaha! She’s BEGGING. How ‘bout that folks?!” boomed the courtyard speaker. ManeFrame could now recognize the voice with the pony it belonged to, who was currently gesturing at her with a microphone held in his left hoof. It was likely that he was either these ponies’ leader or the show pony of her torment.

ManeFrame shivered on the ground, the animosity almost tangible in the air. Another streak of pain rushed through her body. Her whole existence felt only pure unadulterated anguish, and her screams reflected her pain. Her cruel torturers seemed to only take more pleasure from that. She could smell the scent of something burning, most likely herself.

“Well folks, she seemed to be a bit more stubborn than the others. How about we move straight onto the last event?” The crowd wildly screamed their consent along hoof stomping and wolf whistles.

Finally, the torture on her construct body stopped, if only momentarily. A pair of hooves grappled onto her shoulders and pulled her along the ground. Unbeknownst to them, however, ManeFrame’s power cores were recharging at an almost alarmingly fast rate from the huge magical deposit nearby at the edge of the town.

They dragged her some more before roughly depositing her on an elevated pedestal at the centre of the courtyard. The sound of metal clanging against metal echoed through the air. The pedestal itself was made out of a combination of bronze – much like her own plating – and arcanite. She raised her head and looked above, her magical veins almost freezing upon her doing so. A hoof quickly shoved her head down, but ManeFrame had enough time to see what they had planned for her.

This is a guillotine…which means execution. ManeFrame shuddered as she realized the blade of the killing machine itself was made out of coldsteel with small spikes of sharpened silitan embedded within it. A pony beside her was slowly pulling down the chain with his magic, raising the blade little by little until it reached the top.

ManeFrame panicked, and her mind clouded a little. Time seemed to slow down as she contemplated her options. Restraints tied down her limbs to prevent her from escaping.

“Ladies and gentlecolts, my name is Cuss Show!” announced the beige stallion proudly. “And this has been Ponyville Game Shows, I hope you enjoy your day!”

The small crowd roared in approval as the strong, burly unicorn beside ManeFrame let go of the chain and the blade came flying downwards. Squeezing her eyes shut, ManeFrame did the only thing she could think off. In a split moment, her thrusters turned to full flare and her body propelled like a rocket, easily breaking her measly bonds.

Somewhere behind her, the blade struck the space where she had been, metal clanging against metal. She regained her bearings and shook her wings. She dove into a tent where she saw her belongings were kept at. Within, there was one single, ill-prepared pony who had his back to her, trying to strap on a set of barding. A surprised yelp met with the business end of her hoof, the pony falling unconscious before he even met the ground. She flung open a locker and recovered her items; the necklace and the shotgun.

She stormed out of the tent, combat shotgun in hoof and began to spray the air with slugs, though taking care to not hit anypony. The ponies acted as she had hoped, and most dove for cover, all except for the few that were completely out of range of her attacks.

“GET IT!” screamed the megaphone speakers while the crowd rushed about, some heading straight for her while others went to grab their weapons. Half a dozen of more armoured fighters exited the three storied building adjacent to the courtyard, splitting off to support other suppressed gunponies. Gunshots pierced through the air and ManeFrame felt several rounds bounce off her plating.

There’s too many of them, she thought. I’d never get out of here in one piece. She dashed across the yard, incapacitating two unprepared guards in the process. She flung herself behind cover, ducking her head when a rocket shell flew past overhead. The metal and wooden barricade in front of her wasn’t going to do much against a direct hit, but for the moment it held off the lesser bullets that sprinkled her position.

ManeFrame scanned the courtyard, seeing the multitude of ponies either taking cover while firing towards her or advancing steadily with melee weaponry. In a bout of brilliance, she remembered that the announcer had used speakers before.

There! ManeFrame spotted the large metal case standing next to the courtyard wall, a large pole attached to it with dual speakers attached to the top of it. Her mental calculations supplied that with enough power she could overload the audio system to a high enough frequency to incapacitate the ponies.

She stood up and leapt over her improvised barrier, which promptly exploded in a fiery shower of splinters and shrapnel when a missile whizzed past behind her. She charged into a trio of armoured earth ponies in the way of her path; two stallions and one mare. The first of the three charged at her with what looked like a halberd to which she parried with her hoof. She wrenched the weapon away and kicked at the stallion’s shin, causing him to cry out in pain. A hoof to the back of his head silenced him.

She moved on to the remaining two, who were more cautious than the first. They stayed out range of her and opened fire, though luckily each only had a low calibre sidearm. ManeFrame didn’t give them the chance to swap to anything with a higher firepower and bucked the stallion in the chest. ManeFrame’s sensors told her that she must’ve broken at least a few ribs, causing a wince to form on her face.

When the turned to the last pony, the mare was already on the move. A coldsteel sword launched towards her neck, and ManeFrame swivelled to the side just in time to dodge it. She wrapped around the mare and used her thrusters to give her an extra push to reach the armoured pony. However, said target had managed to strike against one of her thrusters, momentarily unstabilizing her motion.

Her hoof slammed into the unhelmeted mare’s head, her forward momentum unintentionally giving her attack way more force than she intended to. A sickening crunch followed as the mare fell sideways, her necks bent at an unnatural angle. Her jaws were agape, and her red and violet bangs fell over her eyes which were no doubt wide open.

An explosion knocked her off her hooves. Another one batted her several metres away. ManeFrame grasped a hold of herself from what she had just seen and galloped to the broadcaster. Once she reached it, a screwdriver looking device extended from the sole of her right forehoof. Without so much as looking, she plunged it into the circuitry of the broadcasting system.

“Come on, come on,” she whispered behind her cover. A hoof-thrown grenade landed next to her, and she kicked it away swiftly before it detonated. A click suddenly resounded through the air and a wave of relief washed over ManeFrame. She disabled her auditory sensors just as a hellish screeching filled the air, causing all the ponies on the ground to clutch their head in pain.

ManeFrame seized the opportunity and quickly went around to any ponies still conscious, knocking them out. She had done this to everypony until there was just one more left, the last pony still conscious.

A tear of pure white streaked through the sky overhead, the sound of thunder echoing maliciously behind it.

The face of the dead mare flashed across ManeFrame’s eyes as she strode forward heading straight for the stallion, who was kneeling on the ground in pain. She narrowed her eyes when she recognized the stallion as the announcer of her torture. The suffering she had endured came rushing back to her and she unsheathed her shotgun.

It is all his fault, hissed a voice in her mind. He is the cause of all of this..

She stepped up to the stallion and pressed the shotgun into the pony’s head, causing a whimper from him. Her hoof shot out and grabbed the collar of the stallion, feeling his shivering as terrified eyes stared back into ManeFrame’s own. The shotgun shook in her grasp and a few more moments passed before it lowered.

No.

ManeFrame lowered her eyes and uttered a single, choked word at the crouched stallion.

“Run.”

Without a single pause, the pony scrambled away and leapt across the unconscious bodies of his friends. He galloped out of the courtyard without looking back. ManeFrame sat down heavily, and she wanted nothing more than to leave this place. Still, she had a mission to do. Distant thunder echoed again in the perpetually overcast sky.

The sky itself began to leak, shedding the tears for ManeFrame couldn't, no matter how much she wanted to.

The rain hadn’t stopped.

ManeFrame sullenly walked through the empty streets, no longer enjoying the scenery or the way her hooves clopped against the ground. Rain splashed and dripped down her metal plates, cleansing her of the dirt and grime that had accumulated on her body. She was now equipped with an old saddlebag slung across her hindquarters, containing the precious medical supplies she sought for along with some cans that she hoped would contain food.

Neither thought brought joy to ManeFrame, for she knew that to get them, she had to…

I killed her. Why did I kill her when I knocked out all the others? How could I have been so careless?!

She grounded her teeth. She wanted to complain how life was so unfair. However, she couldn’t bring herself to do so, not when it was all her fault. Instead she just focused on putting one hoof in front of another. The stallion still needed her help, if she wasn’t already too late.

The thought put some motivation back into her steps, and before long her canter transformed into a full gallop. She soon found the barn, looking more sorrowful under the rain. The snow had mostly melted as well. Without a thought, she went to the front door and went inside.

Immediately, the sounds of the rain storm became subdued. The dank and musty smell had grown since she was last in, though that was the last thing on her mind. She quickly rushed to the stall she had left the rebel fighter in, and almost gasped when she saw him trying to lean up against the wall, struggling with his restraints. The helmet he previously wore lay abandoned on the ground beside him.

The stallion’s weakness was apparent; she could see his face flushed in red and mane flattened to his forehead by sweat. His eyes were unfocused, glancing about the stall in an uncertain and disorganized manner. She tried to back out as quickly as she could, but she was ultimately too late. His eyes brightened a notch and they locked onto the tiniest movement like a bird to prey – or in this case, her.

For a split second, neither of them moved. What happened next went past in a frenzied blur for ManeFrame. Without waiting for her reaction, the stallion lowered his shoulders and charged forward, trying to knock her aside and escape outside. The cow bells that were still attached jingled loudly as he slammed into ManeFrame, but did little more than daze her momentarily, if only due to shock.

The stallion, still halfway restrained, was caught off-balance. Once he stopped and steadied himself, a vague, green tinge wrapped around his horn but didn’t last when the stallion almost collapsed. His breath became unsteady and it took him several seconds more to recover.

Meanwhile, ManeFrame herself was trying to catch her breath and figure out what she was going to do. She didn’t get the chance when the stallion charged at her again with a bestial roar.

“Wait, stop!” cried ManeFrame as she jumped away from the lunging pony. She didn’t trust herself to knock him unconscious, not after what happened earlier. She stayed out of the range of the attacks, if more to protect the injured pony than herself. She fished a hoof through her saddlebags and quickly pulled out a liquid-filled syringe.

She looked back at the resistance fighter in time to see something that sent a shiver down her spine – an EMP dagger, the blade humming softly as it activated. Her legs went weak at the sight of it, nearly causing her to be impaled when she was charged again. In her panic, she switched to combat mode, the only thing in her mind to avoid the infernal weapon. The system accepted her command without delay and ManeFrame found herself no longer in control of her movements.

She swivelled around rapidly, and hooked a strong grip into the stallion’s neck, causing him to grunt painfully. The stallion kicked against her shin, but she held steady. When she moved again, she flipped over the stallion with ease, her free hoof preparing to slam against the pony’s exposed windpipe. ManeFrame’s eyes widened as she realized what she was about to do, and quickly stopped herself.

Panting heavily – though she didn’t need the oxygen, it certainly helped – she lowered her hoof and picked up the syringe she had dropped. The pony underneath her struggled futilely against his pinned position as the needle of the syringe stuck into his foreleg. His struggles soon began to subside until his limbs had gone completely limp.

ManeFrame breathed a sigh of relief, but a shudder still persisted in her. She shakily let go of the unconscious pony and took the EMP dagger in her hooves. With nary a glance, she crushed the weapon underneath her hoof. A sharp crunch from beneath her informed her of its destruction. She straightened the stallion after making sure he wasn’t going to suddenly thrash out and reapplied his bonds.

Next came the hard part.

First, she unwound the bandage on the stallion’s side. She didn’t bother to hide the grimace when she saw the wound – worse than she had ever seen before – and quickly used some antiseptic to clear the dirt and grime. Then, she picked up a scalpel and steel tweezers. Her optical sensors switched to X-Ray mode, causing a dim blue circle to appear in her iris.

“Right, I can do this,” ManeFrame whispered to herself as she started to cut into the wound. Multiple times she stilled herself as one errant twitch could easily burst an artery. For once, she was really, truly glad for her exact and perfectionist calculations made by her computers. Without them, it would have been near impossible for her to do this.

After several tense moments, she felt something, and her pair of tweezers tightened. Slowly raising it out of the wound, she saw what she was looking for; a small, jagged piece of shrapnel with streaks of blood across it. With her enhanced vision, she quickly picked out all of the remaining pieces of metal, and deposited it onto the ground next to her. Not wasting a single moment, she applied a thick layer of antibiotic gel onto the wound.

She wrapped a fresh, sterilized bandage around the wound and took out another syringe, filled with a viscous yellow fluid. She gently stuck it into his side and released the medication into this body. She checked the temperature of the stallion, making sure that the medicine was working. After that, she strengthened his restraints from improvised materials.

When she was done, she sat back with heavy thud, leaning against the stall wall. She desperately just wanted to rest, and perhaps close her optics for a second or two. She lowered her head, eyes slowly lowering until all she could see was darkness.

When she opened her eyes again, it was to a soft tingling sound, not unlike that of small bells. She looked to the stallion, who had somehow wrangled himself into a sitting position despite his bonds. He was looking at his side, where the makeshift bandage was applied. A green tinge around his horn appeared for a split second before shattering like it had during the fight.

“You’re awake,” said ManeFrame awkwardly. The stallion flinched and turned his steely gaze towards her. She winced when she saw quite a few new bruises on the pony’s body, no doubt due to her handiwork. “Sorry about before, but I had to–”

“You saved me,” he interrupted. It wasn’t a question, more like a confused comment on a predetermined fact. What came next, though, was a question. “Why?”

“It was the right thing to do,” replied ManeFrame lamely, her shoulders slumped. It sounded weak and pathetic to even herself, never mind the critical rebel fighter.

“The right thing to do? To save the life of your enemy?” asked the stallion incredulously, his voice rising. “I may not be spymaster, but I don’t buy that for one bloody second! Nopony with half a wit will. What is your real aim? Is it to befriend me in an attempt to retrieve information?”

ManeFrame didn’t answer, though she lowered her head and looked at the ground. The stallion took her action with even more suspicion.

“What are we doing here in this rundown building and not in a high containment torture room? Why are you doing this?!” shouted the stallion, his chest heaving.

“I don’t know! Okay?! Is that what you wanted to hear? I don’t know why I did it. I woke up a few days ago as an empty slate! Have you ever FELT LIKE THAT BEFORE?!” ManeFrame shouted back, tearing up as the events of the past two days started to catch up to her.

Despite her sophisticated emotion processors, without the help of the inhibitor, they were overworking with the foreign feeling rushing through her processors. At ManeFrame’s weakest, the processors just suddenly stopped reducing the flow of emotions, and they all rushed to her at once. The stallion jumped a little at her outburst, his agitation and anger waning as ManeFrame curled up into herself and sobbed.

The silence that permitted was only broken by ManeFrame’s sobbing. The sound of rain against the metal roof far above beating in a steady tempo punctuated by the occasional sound of muffled thunder.

“I-I just wanted the killing to stop. I h-had to do something, and the constructs wouldn’t abide to my commands,” whispered ManeFrame as her sobs began to subside. The stallion, meanwhile, looked conflicted as he watched the metallic mare, his face half contorted by guilt and half by shock.

“Wait… it was you! It was you who blew up the Behemoths!” he said with wide eyes. “You destroyed them?”

The only answer he received was a timid nod from ManeFrame, still sniffling a little.

“Are you saying,” he started, but had to pause to regain his thoughts. “Are you saying you… defected?”

ManeFrame opened her mouth to speak, but closed it when she thought about the word he used. He said defected, not defective like one would describe a machine. The subtle difference was enough to bring a small piece of hope to ManeFrame.

“I… yes. I defected from the Empire,” said ManeFrame, her wavering voice slowly becoming resolute. The stallion nodded and slumped backwards, blowing a breath through his lips. He closed his eyes and muttered something under his breaths before he opened them again.

“That… was emotion,” he whispered to himself quietly and turned to her. “How did you do that?”

“I don’t know,” answered ManeFrame honestly. “It was always there with me, since the beginning.” ManeFrame admitted to herself that it didn’t really mean much, since her memories only started forty-eight hours ago.

“Very well. Say I’ll believe you, that you really defected from the Empire. What next?”

“I guess... I’ll go to your resistance. Perhaps they can use my information to help them…” said ManeFrame quietly. “I haven’t really given any thought to it.”

Another silence followed her reply. It took ManeFrame several minutes to work up the courage to ask another question.

“What’s your name? I know ponies have them.” asked ManeFrame nervously as she looked at the tired and worn stallion. Her demeanour and actions seemed to snuff the fight out of him. With a weary sigh he wetted his lips and replied.

“My name is Jade. Jade Grayling.” He glanced cautiously at ManeFrame. “What about you? Do you have a name?”

For the first time that day, ManeFrame smiled.

“My name is ManeFrame.”

The pair trotted towards the edge of the town, towards the Everfree Forest. The storm from earlier had halted completely, and only the puddles of water and half- melted icy sludge showed evidence of the rain. The scent of dampness filled ManeFrame’s sensors, and she found herself enjoying it.

A pair of bluejays flitted past her, chirping happily as they flew onwards, starkly contrasting against the dour and depressing ruins with their colourful bodies. ManeFrame glanced at them in surprise, the first time she had seen anything other than death and misery. She looked after them long after they disappeared, a twinge of emotion fluttering in her heart. She swivelled her head to see Jade Grayling trotting away and increased her own pace to catch up to him.

The stallion had decided to forgo his helmet, noting that it would make him stand out too much as a resistance officer. The hasty restraints that ManeFrame had placed on him were also removed, to his initial astonishment. ManeFrame hoped that it would show she was genuine with her intentions and wouldn’t result in an EMP dagger in her back.

After they had both calmed down, Jade Grayling, or just Jade as he preferred to be called, had agreed to give her the benefit of the doubt – all within reason, of course. Despite this, she could still see him throwing glances at her whenever he thought she wasn’t looking.

The crowded street started to become wider, until it abruptly stopped. However, ManeFrame had almost forgotten about the mysterious ‘edge’ of the town, and was thoroughly confused when she saw Jade galloping away.

For a brief moment, she thought he was attempting to run away, but the panic quelled when she saw him slowing down to a stop at the clean cut end to the suburban area, almost exactly where she was when she first saw it.

Jade looked up at ManeFrame, bewildered, before lowering his head and trotting along the edges, occasionally skipping from one side to the other. Finally, he stopped and sat down heavily.

“That… Magic doesn’t exist like that anymore,” said Jade in a low voice, wide eyed and slack jawed. He, much like ManeFrame had done before, gingerly touched the edge of the ‘severed’ town, and then repeated the process with more force when it didn’t disappear in a puff of magic. Meanwhile, ManeFrame mulled over his words.

“Anymore?” Jade Grayling raised his head to look at the metallic mare.

“You know, for an Imperial buff, you’re pretty clueless,” said Jade as he stood up and started walking again. He chuckled slightly when he saw ManeFrame give a huff of annoyance. “When the Sun, the Moon and the ley lines were still around, magic used to be stronger, more powerful. Unicorns could teleport, perform enormous spells and lift objects larger than the size of a Glider, all without the help of harvesters.”

“What happened then?” asked ManeFrame, trailing behind Jade.

“The Schism happened.” He saw the unsatisfied expression on ManeFrame and sighed, but relented more information. “The Schism is the term we use for the time when Princess Celesti and Lunae disappeared. Within the space of a decade after their mysterious disappearance, Equestria and its neighbours were nearly plunged into complete anarchy.

“Sometime after that, it was said that the clouds closed up one day, and no matter what the pegasi did, it refused to open up again. It seemed that when the Princesses disappeared, they took a good chunk of the world’s innate magic with them. Most unicorns today can’t even do magic, not that your Empire hasn’t been trying to replicate it.”

“Oh,” said ManeFrame, lagging behind Jade Grayling as he trotted further past her. She looked up at herself, and saw her own ‘horn’ protruding from her forehead. Her databases had also confirmed what the stallion had said about the Empire. Don’t think about it, ManeFrame.

“I don’t suppose you can perform any spells?” asked Jade, glancing cautiously at ManeFrame’s horn. The bronze material seemed to be inlaid with strips of purplish metal. ManeFrame slowly shook her head, but as she did so her visual processors focused on Jade’s own horn. A spark of wonder filled her, and try as she might she couldn’t help but ask.

“What about you? Can you do any magic?” asked ManeFrame. Grayling glanced at her, and couldn’t help but smile at the innocent, childlike curiosity in her eyes. His sternness from before gone, and almost feeling relaxed, he put on a smile and pointed to his own horn.

“Li’l old me? With my magic, all I can do is levitation. Well, that and my specialty.” As he predicted, ManeFrame took his bait without hesitation.

“Specialty?”

“Talent mark, the symbol on your hindquarters,” said Jade casually, gesturing in the general direction of his backside. He saw ManeFrame opening her mouth to ask another question, but held up a hoof before she could utter a single word. “Uh uh, no more about that for you. That would be rather telling, wouldn’t it?”

ManeFrame clamped shut her mouth with an audible click. He’s right, thought ManeFrame. He’s still too suspicious of me to believe that I won’t tell the Empire everything I learn about him. She kicked at a loose cobblestone on the ground, seeing it fly off from the force she put behind her hoof. Her cheerful expression fell, but with some effort she mustered it up again, though nowhere as genuine as before.

“So, let’s talk about something else then,” started ManeFrame. Jade made no reaction, but neither did he stop her. She fidgeted anxiously on her hooves, torn between nervousness and curiosity. Finally, she made up her mind, and spoke again.

“Tell me more about old magic.”

Author's Note

Sorry about the wait guys, Research Project has been killing me lately.

Hope you enjoyed the chapter!

Editor's Notes:

Flicka Ravenhide:
Not gonna lie, I felt like the ghost of Applejack was watchin over our little ManeFrame in this one. Right up until our construct ran afoul of some rather nasty individuals, that is. Good news is, there wasn't nearly as many commas needing amputated during the editing pass of this one. Poor little guys are relieved, I'm sure. Anywho, onward!

Chapter 3 - Secrets of the Everfree

Everfree Forest, Everfree Region, Year???? After Nightmare Moon

Light was a commodity in the mostly frozen wasteland of former Equestria. No princesses, no sun, no moon, no stars. There was only an ever-present cloud cover that lit up ever so slightly during the day to separate it from the night. As such, when the little amount of light that managed to puncture the cloud covers did illuminate the way, one would be wise to use it as effectively as possible. Unfortunately, at this moment, ManeFrame learned that light does not work by conventional means in the Everfree forest, or at least the mockery of a forest that stands in its place.

The thick foliage overhead seemed to twist the very essence of the already dampened light, and reflected it off silvery coloured shrubberies. The frost-covered plant life bore a sort of pale green bioluminescence, causing it to sparkle. Some leaves appeared almost as if they were ornamental glass, refracting rays of light into beautiful patterns. Crisp sticks and leaves lay scattered on the ground, making a crunching sound almost like snow when she stepped on them. Frankly, ManeFrame was baffled by the diverse variety of flora and how they came to be. The sunlight certainly wasn’t abundant enough to provide such a boon of energy for the local plants.

Then there were the sounds. Scratches and shuffles in the undergrowth all preyed upon ManeFrame’s paranoia. Her sensors didn’t work correctly and her infra-red vision saw nothing besides the two of them. Surely there must be at least some wildlife still left alive , thought ManeFrame, her thoughts darting back to the pair of blue jays she had seen before. Determining that there was no point dwelling on the thought, she instead turned her attention to her silent company.

The stallion had a barely-visible sheen of ice coating parts of his barding, but his eyes skimmed through the forest as if they were a torchlight. The distracting reflection of lights and glimmers didn’t faze him one bit, at least from what ManeFrame could observe. Occasionally, he would glance at the little compass pinned to the barding on his forehoof to confirm his direction. His helmet was attached to a strap next to his withers, something about the headgear being too ‘stuffy’ and ‘intolerable’. After several moments of silence, ManeFrame coughed awkwardly and broke the silence.

“Are you sure this is the fastest way to the nearest Equestrian outpost? My data records on this region are rather… incomplete, to say the least.” Jade glanced at her, followed by a more specific glance at the shotgun secured within her harness. The clear distrust of the gesture hurt her a little, but she had started to grow accustomed to it. ManeFrame had yet to decide whether that a bad thing or not. Jade shifted his gaze forward again as he spoke.

“From what I remember, this is the safest way through to the border of the Equestrian territory. Everywhere else will be crawling with Equalist patrols and interceptors. It will likely take a few days at the most to travel through the forest; less if we cut right through the center.” ManeFrame’s eyes bugged out at that.

“A few days!” exclaimed ManeFrame loudly. She quickly shrunk back from the glare Jade had directed at her and continued in a smaller voice, “Sorry, but can you last a few days in this condition? As unreliable as my scanners are, I can’t imagine edible plants and shelter are plentiful here.”

“I’ll manage,” grunted out Jade. ManeFrame decided wisely that he didn’t wish to converse anymore, but that didn’t mean she didn’t have her own doubts.

She resumed her silent trotting when she remembered what she had found the old barn they stayed at. Carefully, she took out the golden necklace she had stored in her saddlebags. Strangely, her touch sensors detected that it was slightly warm, and a soft glow seemed to emanate from the object. There was no signs of any internal thermal reaction by non-arcane means. Perhaps this is some sort a magical artifact, thought ManeFrame. She gave a small, annoyed pout when she realized that her theory couldn’t be tested at all due to the disrupting magicks of the Everfree.

“What is that?” ManeFrame raised her head suddenly towards the direction from which the voice came from. She saw Jade curiously looking at the necklace, a soft green tinge in his eyes.

“From the contour of the centerpiece and clasps, it is likely to be an ornamental bijouterie of some kind with potential for thaumaturgical capabilities.” Jade blinked, his face blankly looking at ManeFrame.

“What?” asked Jade. “Please repeat that again, this time for non-computers.”

“Uh, it’s necklace of some sort? It could be magical, but I’m not really sure,” said ManeFrame with sheepish smile, though silently wondering about Jade’s sudden interest in the jewelry. “Here, you can have it if you want.”

Jade’s eyebrows shot up and he glanced at her warily, prompting ManeFrame to give an annoyed huff. Sighing a little, the stallion carefully reached for the necklace, only to suddenly retract his hoof upon touching it. A thin smoky green wisp darted away from the point of touch, though it dispersed in the air before ManeFrame could properly inspect and record it.

“Ouch! What in Tartarus is that?” he exclaimed, jumping away in shock. ManeFrame giggled at the act, but it died down upon seeing the serious expression. “That thing just shocked me!”

“Weird… my sensors aren’t picking up anything unusual, though I suppose they’re not the most reliable right now. I have to remember to test that some other time,” muttered ManeFrame, then with a small amused smirk playing at the edge of her muzzle, asked, “I take it you don’t want it then?”

“No, thank you,” said Jade with a frown and narrowed eyes. His interest from earlier seemed to dissipate. “It felt as if a damned current ran through me. I hope this isn’t some elaborate part, or perhaps, your whole plan to assassinate me. If it’s the latter case, I feel obliged to tell you that your efforts have failed.” ManeFrame didn’t dignify that remark with an answer, instead fastening the rather eloquent jewelry and possibly magical artifact around her neck.

“Too bad.” ManeFrame gave a small smile to the stallion. Cheerfully, she trotted to the nearest glass plant and took a gander at her reflection. “It’s looks pretty!”

And it would allow me to test prolonged contact with non-living beings and close exposure by air with living beings, mentally added ManeFrame.

“Of course, the only Equalist defect in history had to be a mare, at least in personality. Why couldn’t they have just given me a stallion with whom I could develop an extremely hostile friendship with?” Jade deadpanned. ManeFrame, in a rare moment of boldness, tossed him a smile.

“You consider me a friend?” Jade’s lips thinned, and his ears twitched in irritation. The pair passed stepped across a toppled tree trunk, the prints on the ground went unnoticed by both of them. The scent of tree sap had started to condense in the air.

“No,” answered Jade, rubbing his brow in agitation. ManeFrame expected the reply, but she wouldn’t let herself be torn down this time.

“Well, I think you’re my friend,” proclaimed ManeFrame loudly. The stallion stopped walking and wheeled on her with a growl, shocking ManeFrame.

“Why? I tried to kill you. Why do you want to be my friend?” ManeFrame shook off her surprise and took a step backwards, trying to suppress the little shudder that rolled down her shoulders as her ears flattened. She opened her mouth, and closed it a moment later, almost looking as if trying to emulate a fish out of water. Jade winced and his shoulders slumped, his eyes turned downcast.

“I’m sorry, I–” started Jade. A stick snapped. Both ponies froze at the sound. The crystal-like forest was suddenly too quiet. Another rustle and crunch to their right motivated them to pick up the pace.

“We’re moving. Now,” whispered Jade harshly, his voice full of authority. ManeFrame gave a hasty nod, and followed Jade.

No, ManeFrame, panicking is bad. Don’t Panic, don’t panic, don’t panic… ManeFrame felt like freezing up, but her built-in precautions differed in opinion. The robust and powerful pistons in her hooves ignited as she moved faster than before. “Okay, where do we go?”

Jade didn’t answer, but after squinting off towards their right, he motioned for her to follow him. The crinkling and shuffles of their bodies against the plant life was loud, enough that ManeFrame grimaced every time they moved. If her data was correct, the animal, likely a predator, was stalking them. If they started galloping, they would most certainly be done for.

Jade stepped into a small clearing, quickly followed by ManeFrame. A few crystal-like bushes lay scattered, and the ground was covered by thick frostgrass. Muffled growls, grunts and scrapes could be heard all around them. It was too late for them to escape.

A dark shape walked out into the clearing, and another dozen followed suit. ManeFrame slowly backed away from the wood-textured creatures, bearing a striking resemblance to the build of the dire wolves that roam the frozen plains. ManeFrame tensed when she saw small, glowing coldsteel ingots embedded in the paws of the creatures. Her database notified her to identify them as ‘Timberwolves’. Her processors were already making lightning fast equations for multiple ways she could handle this problem, and she was sure she would survive the timberwolves even with the enchanted coldsteel. Then again…

She glanced at Jade, remembering the serious wound he had sustained. Her in-built rocket launchers had long since run empty, and she doubted that her combat shotgun could quickly incapacitate a timberwolf. The margin for error was just too high.

“ManeFrame, do you have a plan?” hissed Jade, not breaking his glare with the timberwolves. Wait, he’s asking me? When did I become the leader? ManeFrame closed her eyes. Now was certainly not the time for reflective ponderings.

Then, out of nowhere, the word leader brought to mind an unbidden image, an image of a pony to be more precise. She couldn’t make out the details but… tones of purple coat, and something else… a horn?

And suddenly, ManeFrame was in a different forest, but it wasn’t quite her. It felt vibrant, more… alive. Sounds! There were somepony talking around her! Five ponies chatted to each other, sometimes even to her, and she responded back to them. What they were saying, though, was lost to her. It sounded like they were having a hushed conversation.

Something new, another beast this time, appeared on their path. All of their party reared back, and a debate of sorts started.

A tiny voice came forth through the argument, but this time it had some clarity to them. Wait. The others, including ManeFrame herself, ignored it. The small voice spoke again, but everypony ignored it. It was slightly louder this time, too. They paid no heed-

“WAIT!” They all stopped and stared at one of the ponies, a timid butterscotch mare with flowing pink mane and tail. The beast growled menacingly, but the mare straightened and fearlessly walked up to the beast, then started to console it.

“Shh… it’s okay. Oh, you poor, poor little baby…” An unbelieving chirp came from one of the other ponies, and ManeFrame felt herself agreeing. She tried to move forward to save the unfortunate mare, but find that she couldn’t, well… do anything.

“Now this might hurt just a little bit,” said the butterscotch mare, then leant down right in front of the creature’s giant, gaping maw. A ferocious and feral roar ripped from its mouth. ManeFrame watched, wide eyed, unable to even shut her optical sensors as she witnessed the no doubt violent end of the mare.

She waited, and waited, but it never happened. A short moment later, she rose again with a thorn in her hoof. The beast, instead of the terrifying monster moments beforehoof, was now nuzzling and embracing the yellow mare as if it was her cub. When ManeFrame looked closer, she found a small, hole on the creature’s paw, roughly the same size as the thorn.

“Aw, you’re just a little old baby kitty, aren’t you? Yes, you are. Yes, you are,” whispered the timid mare as she parted with the creature, only to be embraced by all of the other ponies present. ManeFrame didn’t need her emotional sensors to know that everypony was overjoyed and relieved.

“How did you know about the thorn?” murmured ManeFrame in awe. Amazingly, the mare had somehow heard her and a small, beautiful smile started to spread across her face.

“I didn’t. Sometimes we all just need to be shown a little kindness,” she said simply, shocking everypony present into silence, including ManeFrame herself. Then, everything started to fade into black and felt as if she had just finished hibernation. Like waking up.

Something was shaking her. Her eyes snapped open and her internal visual HUD lit up brighter than a Behemoth’s engine. It had been ten seconds.

“ManeFrame!” Jade whispered harshly, finally drawing ManeFrame back to reality. “What are we going to do?”

With a lurch, ManeFrame saw that the Timberwolves were steadily advancing, and that they were surrounded. Her battle prepped reflexes itched to be activated, but the voice in the memory echoed in her mind.

Sometimes we all just need to be shown a little kindness.

ManeFrame gritted her teeth, and her artificial pupils darted side to side. No, it was too dangerous… impossible even.

A little kindness.

Something strange struck her mind. She shook her head and tried to focus on one of the timberwolves in front of her, currently pawing at the ground and baring its teeth at her. A stray piece of information from her database. Timberwolves were eldritch versions of wolf, but their behaviour were often identical with the exception of some arcane variations. Timberwolves always hunt in packs so they wouldn’t be this cautious if they were just guarding their territory.

A small, almost playful yelp came from behind beneath her.

ManeFrame’s eyes widened.

“Jade, slowly lower your weapons,” said ManeFrame, a new calm filling her.

“What? That’s insane!” Another small noise came from underneath and ManeFrame saw a small, timberwolf pup trying to crawl out of the thick, bioluminescent overgrowth. One of its wooden legs was trapped in a tangle of metal that looked like… ManeFrame gasped when she realized she was looking at an Imperial bugbear trap. Pale green, bioluminescent blood stained the otherwise silvery colour of the metal.

A pair of pained emerald eyes gazed up at her. All the timberwolves around them snarled ferociously, causing Jade to bump up against ManeFrame. She glanced at the injured pup, and the snarling timberwolves, her mind quickly connecting the dots.

“Please, just do as I say,” replied ManeFrame as evenly as she could.

“There’s no way–” started Jade, but stopped once he saw her pleading eyes. Slowly, he lowered his blade. “You better have a plan.”

ManeFrame didn’t reply, but she gave a slight tilt of her head in understanding.

Carefully, she knelt down to the pup. She raised a single hoof and closed her eyes. With practised execution, she activated a small blue flame and cut into the metal trap. The timberwolves watched silently as she worked, no longer ferocious and threatening. Even Jade was watching her with his jaws hanging. She worked through several loops of barbed metal, until finally a satisfying snap graced her auditory sensors.

The timberwolf pup stared at the disabled trap with wide eyes, and then turning that intense gaze on ManeFrame. A high-pitched chatter came from it as it started to move. It stopped, though, when it shifted onto the injured leg too much. Slow, thundering footsteps reached ManeFrame, and she realized that she had already been hearing the sound for minutes.

She looked up, and jumped backwards as a timberwolf larger than any other towered over her. The presence of the wolf seemed to equally placate and inspire fear among the other, smaller timberwolves present. ManeFrame’s database immediately recognized it as an Alpha. It didn’t even look at her, however, and instead focused its attention on the freed timberwolf.

The Alpha gently grabbed the pup by the scuff of its neck and carried it back to the others. It lowered the pup onto the ground and watched as it yelped excitedly and clambered to get under one of the adult timberwolves. A short moment later, it appeared again and approached ManeFrame. A decisive snort from Alpha, though, seemed to stop it short. Head downcast, it limped back to the adults.

ManeFrame ached at the sight, but a sort of bittersweet warmth replaced the normally cold sensation. It disappeared when she saw the Alpha Timberwolf approach her. It watched her with an unmoving stare, before slowly shifting to Jade and his dropped weapon.

The Alpha timberwolf leant in towards ManeFrame and gave another tentative sniff, before backing away and straightening itself. The magical creature gave a loud grunt to the other timberwolves and they turned tail and sped off into the forest. Once again, ManeFrame marvelled at how silent they were, her own enhanced sensors only barely able to pick out the sounds.

She turned towards Jade.

“How did you know?” he asked, his expression torn between astonished and relieved. There was something else in his eyes, though. It was the first time she had felt it. Respect. “How did you know they would leave us alone peacefully?”

“I…,” ManeFrame trailed off, mind wandering off to the seemingly real memory she just had. Suddenly, she knew just how to answer him. “A nice mare once taught me that sometimes…”

“…sometimes we all just need to be shown a little kindness.”

ManeFrame felt tempted to giggle at the baffled look on Jade’s face. However, her attention was focused on other things. In the hidden recess of her mind, ManeFrame had just retained a new memory … something that didn’t belong in her three days’ worth of information. Already, most of it was fading but one small piece of information remained, cycling through her connections over and over until ManeFrame could recognize it as a word. In fact, it sounded almost like a name. A pony’s name.

Fluttershy.

Darkness was falling. The timberwolves they had seen earlier hadn’t returned, but on their path they hadn’t stumbled upon any more of the ‘local wildlife’. Another boon to their journey was the discovery of a special kind of berries that looked like a crystallized version of blueberries. She had diligently tested and catalogued them with her on-body equipment before deeming them safe to eat. So far, Jade had shown no noticeable symptoms after he ate them, but ManeFrame still kept an eye on him.

Just to be safe, thought ManeFrame. Unbeknownst to ManeFrame, Jade occasionally glanced over at ManeFrame as well, his eyes still containing a little sliver of amazement from their timberwolves encounter before.

“Over here. I think I see a cave,” whispered Jade. ManeFrame shook her head slightly as she quietly trotted over to where Jade was. To her chagrin, Jade’s night vision was at least on par with her own, if not slightly better. It definitely didn’t help that her other sensors failed to live up to her expectations.

However, her sharp eyes did immediately lock onto a peculiar, dark blue container laid eschewed in a nearby bush. The edges looked battered, and it lay in a small crater of dirt, likely fallen off from whatever aircraft

“Jade, I think I see a small cargo container there,” said ManeFrame, slowly advancing on the object. Jade shot up and trotted in front of her.

“I’ll go check it out,” said Jade immediately.

“Are you sure? It could be dangerous-” said ManeFrame before she was interrupted.

“It’s fine. Please, I can do this at least.” His tone brooked no argument, and ManeFrame saw no point in stopping him from searching through the container. He nodded his thanks and crouched next to the bush. His horn lit up, illuminating the area a little as he rummaged through the box. After a few moments, Jade stood up and walked back to ManeFrame.

“Did you find anything?” enquired ManeFrame hopefully, to which Jade shook his head.

“There’s nothing there. It must have been an empty container, or whatever was in there have been scavenged away.” ManeFrame felt downcast by that, hoping that there would’ve been some new equipment in there; or better ammunition for her rocket launchers.

Deciding to leave the container itself where it was, ManeFrame and Jade moved on to the cave. Once inside, ManeFrame saw that the cave was much bigger on the inside, and the entrance had partially collapsed. The entrance led further underground, where it started to become increasingly more damp than the surface. Stones and rubble were strewn across the ground, and the passageway expended to a size where a dozen ponies can walk side by side.

“Dear Stars,” muttered Jade in front of her. ManeFrame quickly galloped to catch up with him, fearing another attack. However, what she saw instead took her breath away.

The tunnel opened up to a mammoth cavern that slid downwards for more than a hundred metres. That, though, was not what caught her attention. In front of her, the colossal skeleton of a creature lay half sunken into the deep murky limewater, and stalactites and crystals had formed on some parts of it. Gargantuan ribs stood bare behind a pale white skull that resembled a bear’s, albeit ridiculously oversized. Strange, bioluminescent fungi covered the tips of some bones, giving off eerie blue and green lights.

Whatever this creature was, this was its final resting place, possibly the last of its kind. ManeFrame’s database definitely showed no other creature that matched its description currently alive.

The giant cave stretched even further into the darkness, and even ManeFrame’s night vision couldn’t penetrate it. There was no doubt that the creature’s remains extended much farther. A small motion detector warned her that something had created a ripple on the surface of the murky water far below them. ManeFrame felt uneasy as she stared into the gloom, and her eyes shifted back to the skeleton.

“Maybe we should go somewhere else,” said ManeFrame uncertainly. If there was something this large that once lived here, she didn’t want to think that there might be others like it out there. Or worse, if something had killed it. Jade, however, had gotten over his original shock and had already taken off his helmet.

“It’s just a skeleton. We’ll be fine to rest here for the night.” Jade collected some moss together and made a makeshift mattress. He took a swig from his canteen before fastening the cap on it again. Without another word he laid down on the moss and turned away from ManeFrame.

“Good night,” said ManeFrame. The only reply she received was Jade’s quiet snoring.

With an inaudible sigh, ManeFrame laid herself down onto the cold, rocky ground. She closed her eyes.

ManeFrame woke up to the sound of shuffling. Her internal clock told her that it was still hours before light. ManeFrame tensed, her hooves twitching as her combat overrides tried to kick into action. It was trying to fight an invisible foe.

Calm down, girl, thought ManeFrame to herself. Jade promised he would give me the benefit of doubt. He wouldn’t go back on his word… right? She turned off her combat systems, if only to have a little more peace.

The moment she turned it off, ManeFrame almost sighed in relief at how quiet it had suddenly become. No longer was warnings and notifications blaring in her head constantly, with her construct body itching to turn to maximum fighting efficiency. She was tempted to turn off her motion sensors as well, but decided against it.

It was a good thing she didn’t. She could feel Jade sitting up, and then trying to reach for his canteen- No. ManeFrame’s eyes widened.

He was so close behind ManeFrame, she could feel the small vibrations coming off of his breath. She begged for him to stop in her mind. It would take at least a little while to reboot her combat systems, time that she didn’t think she had. She tried to move, but found that she couldn’t. Her sensors were saying there was a construct incapacitation device nearby, but ManeFrame didn’t find any back in the abandoned town.

Wait! How could I have been so stupid! The container from before must have had one, and ManeFrame was so foolish as to trust him. Any moment now, Jade would reach her and…

And kill her. Not destroy her, but kill her.

As ManeFrame waited for her inevitable demise, a small pebble was bumped. It rolled down the clearing at almost a leisurely pace to land in the limewater with a loud splash.

A few tense seconds passed, and ManeFrame didn’t sense any more movements from Jade. Slowly, however, he placed the dagger onto the ground and backed away.

ManeFrame waited for the expected death, the sudden loss of connection or something as horrible. However, nothing came, and the sound of scuffling and scraping died down. A little while later the incapacitation field must have ran out of power, and she could move again.. She wasn’t sure how long it took for her mechanical heart to exit overdrive, and even longer for the sting of betrayal to dissipate.

ManeFrame opened her eyes.

Her sensors detected small slivers of light. Her timer informed her that it was late in the morning, and that she had stayed asleep much later than necessary. Strangely, she felt a yearning to remain at rest, if only for a little while longer.

Sadly, it was rudely interrupted as the memories from the night before clawed its way towards the front of her processors. ManeFrame bolted upright, her sensors as clear as freshly polished steel. She looked around and found Jade missing, an empty canteen sitting solemnly on the ground beside his improvised moss mat.

No, he’s gone..

It felt as if an coldsteel sword struck into her. The fear that ManeFrame was detecting increased tenfold, but this was not like being afraid last night. Instead, this was pure terror. With a lurch, ManeFrame realized it wasn’t because she felt fear for her own being.

She was terrified of being alone.

Without a thought, she leapt to her hooves and galloped towards the cave entrance. The cave opened up to the lush, glowing forest outside. Without thinking, she called out.

“Jade!”

There was nothing. The forest was silent as always. She galloped deeper into the forest, sensors blazing as she caught sight of a set of hoof prints.

“JADE–” Her shout was interrupted as something tackled her to the side. She struggled briefly, but stopped when a familiar armored hoof wrapped it around her muzzle.

“ManeFrame, what are you doing?” hissed Jade as he crouched low, gesturing ManeFrame to do the same. The helmet had muffled some sound but ManeFrame knew that it was definitely Jade. A smile threatened to break her metal visage in half as Jade glared at her with tinted visors. “Remember what happened with the Timberwolves?”

“I-I… you’re here!” she whispered, almost giggling in relief.

“Of course I’m here,” answered Jade. ManeFrame supposed he would be bearing a confused frown were it not for his helmet.

“I know… it was just me being stupid but…” trailed off ManeFrame. “… you didn’t leave me.”

Jade stopped moving momentarily before the sound of a rush of air echoed out of his helmet, akin to somepony sighing.

“Of course I didn’t,” he said finally. However, it wasn’t good enough for ManeFrame and she surprised him by hugging him. An involuntary flinch answered her gesture, but she didn’t mind. She felt relieved, happy and a million other emotions she couldn’t comprehend, at least not yet. Reluctantly, Jade slowly placed his hooves on ManeFrame’s back.

“Thank you,” whispered ManeFrame as she parted the hug. Jade didn’t respond and turned back towards their cave. There was still some rigidness in his movements, however, and ManeFrame once again thought of the night before. She called after him before she could stop herself. “Jade…”

He turned to look at her. “Yes?”

A long moment passed. Were there any crickets to be found, ManeFrame was sure they could have started a band during the lengthy silence.

“Nevermind,” she said lamely. Her mind yearned to ask Jade why he didn’t destroy her when he had the chance, but her heart, or rather the crude mechanism in its place, didn’t want to. She pushed past Jade, heading towards their cave. In her haste, she missed the guilty expression on Jade’s face.

And there was no end in sight.

“We are walking in circles,” muttered ManeFrame. The exact same crystalline tree passed by them as they walked, or at least, ManeFrame couldn’t detect any discernible difference.

“You don’t know that,” replied Jade with an irritated huff. “Directions in here are not working like they’re supposed to. I know your compass is definitely not working.”

“It’s saying that there are four north poles,” said ManeFrame dejectedly. “And I can’t find out where the interference is coming from since it's, well, everywhere.”

ManeFrame sat down and played with her necklace, enjoying the calming red glow coming off of it. A ticklish warmth filled ManeFrame, causing her to giggle. She shifted around and held the rather beautiful ornament up in the sky to get a better look at it. The glow brightened. ManeFrame’s eyes widened and she turned around. The glow of the gem diminished but it did not disappear.

“What are you doing?” inquired Jade as he walked over to her. He had his helmet off, drinking from his canteen of water.

“Look! It’s glowing brighter whenever I point it in this direction. I… I think this necklace is telling us where to go!” ManeFrame got up and ran towards a seemingly random direction. “Come on, this way!”

“Wait!” cried Jade, but it was too late. Cursing under his breath, he put on his helmet again and followed her into the under bush, muttering to himself. “Where in Tartarus are you going, ManeFrame?”

ManeFrame ignored him as she went ploughed onwards, ignoring the occasional trips as she tumbled over large rocks or tough clumps of half-frozen vegetation. Her only focus was the on the pulsating glow of the necklace. At last, she stumbled through a wall of solid looking vines, almost getting tangled within them. The plantation opened up to reveal a clearing.

A slow breeze brushed against her as ManeFrame stood silently, her necklace no longer flashing like a beacon, only glowing faintly against her chestplate.

“ManeFrame, dammit! You can’t just run off without warning.” Jade staggered next to her, trying to regain his breath as he sat down on his hump.

“There’s a castle.” The way ManeFrame had spoken was akin to a statement, which led to Jade determining that perhaps ManeFrame had finally broken down, and that her defective nature reached its inevitable conclusion: obsoleteness. Of course, being in the exhausted state as he, he put it in a much more straightforward manner.

“What? No, you can’t just have a random castle pop out of no…” said Jade, He looked up and saw what ManeFrame had been pointing at. “No way…”

Ahead of them, there was a large clearing. An enormous castle ruin sat on the opposite side of a giant ravine, two rotted wooden snubs on either side the only remains left of a possible rope bridge that existed long ago. A thin mist clung to the bottom of the ravine, all but obscuring what was hidden beneath them. The walls of the ravine were steep and scarred, as if something large and powerful tore into it. From ManeFrame’s sensors, it must’ve happened over a millennium ago.

The castle, however, was another story. The roof and walls had completely collapsed in some places, with crystalline plants overgrowing multiple patches of ancient stonework. Slender cracks in the masonry had snaked down from the highest peaks to the lowest bricks, some spread wide. What were evidently added later, though, were the metal barricades that ringed the castle and mortar craters that dotted the outside of the castle. Of the twin towers of the castle, only one was left standing, the other having completely buckled and had fallen into the ravine, its base protruding from a sea of white greys.

ManeFrame closed her eyes. She could feel the history of this ruin, and almost felt connected to it in some way.

“How did we not see that? This building must be twenty meters high!” exclaimed Jade, inching over next to the wooden snubs. “We should rest in there for now and try to get up to a high vantage point.”

ManeFrame nodded and peered down into the ravine. It was shallower than what she had expected, and a set of steps led down to the bottom. ManeFrame decided not to risk it, however.

“I’m going to have to fly you over,” she said, causing Jade to give a small grimace. ManeFrame rolled her eyes.

“I’ve flown you worse through much longer distances, and while you’re unconscious at that,” replied ManeFrame.

“I’d rather be unconscious for this,” he muttered, though quickly backtracking when he saw the unspoken question upon ManeFrame’s features. “Nope, nope, I’m fine retaining my consciousness, thank you very much.”

“Alright, you said it!” she said with a big grin before taking a running start. Jade didn’t have a chance to react before he was plucked off the ground within her forehooves. Her hind hooves, meanwhile propelled them forwards.

“What are you- ARGHN WALL!” screamed Jade. ManeFrame was laughing as she easily dodged the ravine wall opposite of them, doing a small twirl in the air.

“Don’t. Ever. Do that again,” managed Jade as he collapsed onto the ground.

“No promises,” said ManeFrame, smirking. With a groan, Jade picked himself up and trotted over to the entrance of the castle. He jumped back suddenly when the door easily fell apart as he tried to push them open. The previously wooden door had been mummified into frozen pieces by the frostbite-inducing cold.

The scene inside the castle ruin was awe-inspiring yet tragic, further reinforcing its past glory and modern decrepitness. The barbed barricades from outside had made their way inside as well. The enormous halls beyond the entrance gates were scarred, and whole chunks of its walls had crumbled completely. Two, rotten banners hung solemnly from the sky railings, their silk tattered. Despite the damage, ManeFrame could make out a symbol of the sun and a symbol of the moon on the two flags.

“Jade, look at the flags. Does this mean the castle belonged to the Sun and Moon princess?” asked ManeFrame, wonder in her voice. Jade shrugged nonchalantly.

“It wouldn’t have been. Their castle was situated in Canterlot. Besides, they ruled much of the mainland, so the banners could just be something made as a tribute to them.”

Undeterred, ManeFrame continued to explore the smaller hallways. Some held delightful treasures; old armour of dark purple that reminded ManeFrame of herself while others had long passages lined with hoof like torches. At one point, they had even came across a peculiar organ room, though multiple pipes had snapped off and crashed into the knobs and pedals, making it unusable.

More than once, she heard Jade mutter, “This place gives me the creeps.” When confronted, though, he only replied that she must’ve heard him wrong.

With a heave, Jade pushed the double door open. Rows upon rows of bookshelves greeted them, each towering up to a dozen meters tall dominated a great open space. The ceiling looked as if it had port lights from the missing holes. Beautiful swirls of intricate patterns were carved into the ancient timber that made up the book shelves.

“Whoa… there must be over thousands of books in here,” breathed ManeFrame, utterly transfixed at the library while she pushed past Jade. She was disappointed when she saw that most of the tomes themselves were too damaged from weather and natural erosion to be read. Words melted together into indecipherable messes that made ManeFrame’s head hurt even to just think about.

In the center, though, a single, brazened pedestal of solid gold stood firm, miraculously free from the battered state shared by its surroundings. When ManeFrame approached it, though, there was nothing to be found on the stand itself. Only the slight imprint of a book on the heavy coating of dust even hinted that there was a book here.

“I’m going to go ahead and look around,” announced Jade. A slightly muffled “go ahead” was heard from ManeFrame, having already wandered off into the expansive library. ManeFrame leaned against the pedestal to just enjoy the smell of dust and old paper. However, upon touching its sides, an opening appeared and a dusty tome fell out.

Her curiosity piqued, she picked up the tome and walked over to one of the large loose stones on the ground. Well, there’s nothing else to read, thought ManeFrame, shrugging as she begun to read the discovered text.

“The Elements of Harmony, a new reference guide. Huh, weird title. Wonder what happened to the old one. Foreword: The Elements of Harmony were a set of powerful magical artifacts known to ponykind, and had seen common usage throughout the Discordian Era as well as during and immediately after the return of Nightmare Moon. There are currently six known Elements of Harmony. (While experts say that a seventh might exist, not enough evidence has been found to corroborate these claims.) These are known as: Benevolence, Mirth, Generosity, Loyalty, Veracity and… Arcane. Together, they are judge, jury and executioner. However, there hasn’t been a single recorded case of violence or death caused by the Elements, only reformation or imprisonment.

“It is unknown how the Elements were first found and the subsequent bonding of each element. For security reasons, a picture of the Elements in their present states is not shown. However, the previous forms are shown here.” ManeFrame paused in reading and looked down at the provided image, its colors having already faded with time. In the picture were five stone globes lying on the ground next to each other. ManeFrame frowned and glanced at her own apple shaped necklace. Well, I don’t suppose you had once looked like one of them? she thought playfully.

“For over a millennium, the Elements of Harmony were secretly hidden in the ancient Castle of the Royal Pony Sisters. However, upon the successful retrieval by their current wielders, the Elements are now transferred either to the wielders’ persons or...the high security vaults in Canterlot.” At this, ManeFrame stopped reading. Her database held little information on the site, other than the fact that it was secretive even to many Imperial intelligences. If an element was kept there…

ManeFrame glanced over the rest of the foreword and introduction, her mind only partially keeping track of the various feats performed by the Elements. Most of the names and their significance were lost on ManeFrame anyways, such as Discord, Sombra and Chrysalis. However, the last line of the section caught her attention.

“The majority of the Elements were scattered when their wielders passed on. However, the last known location of the Element of Arcane was at the Siege of Manehattan, where it was lost along with Princess Twilight Sparkle’s entire garrison, herself included.”

Twilight Sparkle, why does that name sound so familiar? thought ManeFrame. She searched through her files on this princess, but came away with nothing. Perhaps she was a descendant of the Sun and Moon princess?

As she mulled over the idea, a voice pierced through the silence.

“ManeFrame, where are you?” shouted Jade, knocking ManeFrame out of her trance. She grabbed some nearby vines and used it to strap the thick tome onto her back.

“I’m here!” ManeFrame shouted back. Several echoing hoofsteps later, Jade appeared around the bookshelf. He gave her a questioning look when he saw the book, but didn’t comment on it.

“I went up the tower and took a look. I think I know the direction we’re supposed to be heading towards,” he said. “We should move now and get a good head start before dark fully sets in.”

ManeFrame hesitantly looked at the huge library around her. She gazed at the shelves upon shelves of lost texts, all just itching for her to rediscover and document. She realized that she had somehow discovered a passion for knowledge. She wanted to find more on the Elements of Harmony. Passion… Was it even possible? Silly ManeFrame, of course it is. After all, it couldn’t have been… reprogrammed into her… right? Jade patiently waited for ManeFrame to responded, taking a seat next to her. Eventually, she turned back to Jade and gave him a reluctant nod.

“Right,” said ManeFrame with a tight smile, putting both the book and the necklace into her saddlebags. “Let’s go then.”

Jade was eating slowly. ManeFrame felt another bout of irritation sprouting within her.

“Listen, we can’t get out of this forest if we don’t know where we are going. I need to fly above the treetops.” said ManeFrame, her beautiful bronze wings giving a few pseudo flaps in impatience. “We’ve been here for days already.”

Jade stopped eating, swallowing the last of his berries before talking.

“And if we get spotted by a Glider how would that help with this?” he asked.

“At least we’ll know where we are,” said ManeFrame. She grabbed another block of ice and activated her hoof thrusters next to it to melt the ice. After filling up the canteen with water, she checked her fuel supplies. A frown graced her face and she glanced at Jade worriedly. While her construct body itself didn’t need fuel to function and survive, her thrusters definitely did. It was already starting to run low.

“Five minutes,” Jade finally said with a sigh. It took a moment before ManeFrame realized what he meant, and when she did a large smile appeared on her face. “No lingering. Just go up, take a look, and get back down. Promise me that.”

“Fine, I’ll come down as soon as I take a look,” she whispered before activating her hoof thrusters. The ice and snow below disappeared in a small explosion of water vapors as she launched herself upwards.

The size of the forest was much larger than what her mapper had described. The horizon of pale luminescent blue and green seemed to stretch for dozens of kilometers. ManeFrame zoned in with her long ranged cameras, and her eyes bugged upon seeing the distance to the nearest forest edge.

That’s… almost five days of walking! How did we manage to go this far into the forest!

ManeFrame was tempted to fly higher to see further into the distance. Mirages were also not unheard of, and the forest was quite literally made of glass-like materials. Still, a promise was a promise. With one last dejected glance, she noted the direction and angled her wings to glide downwards.

“Jade?”

“Shhh, we’re not alone,” whispered Jade.

“Timberwolves again?”

“No. Ponies this time.”

“Ponies?” asked ManeFrame, alarmed. Her mind immediately flashed back to the Ponyville gang she had come across. She hadn’t told Jade about it. Perhaps they were coming looking for revenge. ManeFrame shook her head to dispel the thought. Focus!

The air stilled, and ManeFrame and Jade had stopped moving. Their pursuer was absolutely silent. However, one thing they failed to account was ManeFrame’s ability to account for specific motion. Especially since her systems were designed to prevent her from being ambushed by resistance ponies. As sneaky as they were, they were far from the Timberwolves earlier, and also lacked the advantage of literally being part of the forest.

ManeFrame snapped her head left, maneuvering her body to narrowly miss a darkened silhouette of a pony. A swift motion saw her combat shotgun unsheathed. It was anticipated by their attackers, though, and was batted away by a surprise crossbow bolt.

Beside her, Jade was tackled by a large, brutish earth pony. His helmet flew off as one of the earth pony’s hooves slammed into his head. Snarling in pain and anger, Jade leapt on top of the earth pony. A split second later, he was slammed bodily into the ground, a groan escaping him as he struggled to rise.

ManeFrame winced at the sight, but she didn’t have the leisure of time as she detected another pony sneaking up on her. She left her weapon lying on the ground and instead jumped into the air. She aimed herself towards the pony attacking. While focusing on the earth pony, she had forgotten about the second pony who had shot at her. A single fast travelling bolt slammed into her shoulder plate. A second later, she fell towards the ground, arcs of electricity shorting out her internal circuits. A slim pegasus jumped out of a nearby tree, gliding gracefully as she landed next to ManeFrame and bounded her.

“Urgh, I will end you,” cursed Jade, breathing heavily even as he was pushed face first onto the ground. A moment later, he too was restrained in what appeared to be thick, rope-like bindings. It evidently wasn’t rope, though, as ManeFrame couldn’t overpower it no matter how hard her mechanical pistons worked.

“I wouldn’t try that if I were you,” grunted the large earth pony, a stallion now that ManeFrame saw him up close. “That stuff conducts electricity.”

ManeFrame stopped her struggles immediately, her ears involuntarily laid flat against the side of her head. Her eyes, however, had not stopped analyzing their captors.

Both were ponies, one a slim pegasus mare with a khaki coat while the other was a bulky earth pony stallion with an obsidian coat. A scabbard was by each pony’s sides, and a coldsteel long sword lay embedded within it. She also had a metal crossbow, likely the one that shot the electrocution bolt at her. The stallion, on the other hoof, wore heavy iron cast metal hoof stompers. From the fact that Jade had bruises instead of broken bones after tangling with him meant that they wanted them in mostly one piece.

“What are we going to do with you two stragglers?” asked the stallion, his face looking as if it had never smiled in its existence.

“You can both go and eat a piece of shit,” snapped Jade, though he gave a pained wheeze shortly after. He strained against his restraints.. “And free us while you’re at it.”

The earth pony stared at him before giving himself a nod.

“I was planning to ask chief what to do with you two, but I think I’ll start the interrogation early this time,” said the stallion. ManeFrame honestly didn’t know whether he was actually offended or was following some other, unmentioned rule. Before he could do anything, the pegasus mare held up a hoof to stop him.

“Wait, I recognize that armour. You’re with the rebellion, aren’t you?” asked the small, lithe mare, curiously walking around the bound stallion. Her piercing gaze locked onto Jade’s, who held his own. A word seemed to roll out from her mouth, “Infantry.”

“You seem to be confident with your answer. To whom are your loyalties aligned to?” he examined, calmly observing their captors. ManeFrame’s own panic died down, and she stayed silent, letting Jade deal with the conversation. “If you were with the Empire or aligned with raiders, you would have either killed us or at least knocked us out.”

“The Agency,” grunted out the burly stallion, before narrowing his eyes at ManeFrame, her magical vortex almost freezing stopping cold at the sheer killer intent in his gaze. “You said ‘us’, do you mean this Imperial grunt?”

A small bead of sweat formed on Jade. He glanced over at ManeFrame, indecision clear in his eyes. All he had to do was say that she was not afflicted with him, or worse, had captured him. Even her armour could not withstand multiple slashes of Rebellion coldsteel in her already vulnerable state. Finally, he broke her gaze after what felt like minutes, though likely no more than a single second.

“Yes,” said Jade, but quickly kept talking as he saw the two ponies reach for their coldsteel swords. “Wait, she isn’t just an Imperial grunt.”

“She?” asked the stallion.

“Yes… she’s a... a rogue.” said Jade. The duo burst out laughing.

“Rogue? You’re pulling my hoof, right?” asked the mare, still chuckling.

“Dead serious,” replied Jade, not a hint of hesitation in his voice. All traces of humor were wiped clean of their muzzles as the two stared him down. A few tense seconds had passed when the pegasus backed off, shortly followed by her partner.

“That… does explain a few things,” muttered the pegasus mare, giving her partner a meaningful glance. Her partner shrugged off the look and focused on Jade.

“You said you are part of the Rebellion, do you have a rank?”

“I’m part of the Equestrian proper, twenty-sixth Division, Captain Jade Grayling,” said Jade, his steely gaze silently clashing against the earth pony stallion’s equally unyielding eyes. Suddenly, the stallion broke eye contact and brandished his sword, gripping it firmly in his mouth. Jade’s eyes widened and he flinched as the blade came down.

The bindings came slack as it was sliced neatly down the center. Beside him, ManeFrame was receiving the same treatment from the pegasus mare.

“You’re letting us go?” probed Grayling, working his hooves to get the kinks out.

“No, but you’re no longer a prisoner,” answered the mare before giving him a sharp smile. “We’ll need to validate your claims, of course. If we think anything is too fishy we won’t hesitate to end you.”

ManeFrame shuddered. They didn’t even try to be subtle with that threat. She shook her head and tried to focus on other thoughts.

“Wait, I never caught your names,” asked ManeFrame, drawing attention to herself. The ponies she directed her question to looked surprised for a second, but it was gone as soon as she had seen it.

“My name is Sanguine, and this is Bloodlust,” said the stallion, pointing at himself and his partner respectively. “What’s yours, if you still remember it?”

“Um… I call myself ManeFrame now,” said ManeFrame meekly.

“Cheery names,” stated Jade flatly as he turned towards their former captors. “So what happens afterwards?”

“You two want to get back to resistance territory as soon as possible, right? We know the fastest and safest way out of the forest. Our chief also wants to see her,” said Bloodlust, pointing a hoof at ManeFrame as she hovered parallel to the ground bound ponies.

“Me?” spluttered ManeFrame, spine straight with wide eyes.

“Yeah, I didn’t know why before, but now it makes sense. Is it really so bizarre that the Agency would want their hooves on the most reliable informant on the Empire in decades? A rogue at that, too. If you can tell us how you managed to get free, well… the possibilities are endless!”

ManeFrame exchanged worried glances with Jade, the interaction missed by their excited ex-captors. Jade’s improvised plan to hide ManeFrame’s ‘Defect’ status could rapidly backfire if this ‘meeting’ proceeded. I seriously doubt that I can force these ponies onto the brink of death and save them in order to convince them of my genuine intentions, thought ManeFrame.

Jade’s expression suddenly went blank, and his mouth became slightly agape.

“The agency…” trailed off Jade. “You’re the Equestrian Intelligence Agency?!”

“Allegedly,” said Sanguine with a knowing smirk. He turned to ManeFrame with a proud smile. “We supply the big heads in the rebellion with most of their Intel; where and when to strike, Imperial war camps, Behemoth factories, etc. But of course, you already know that.”

“Yes, of course…” said ManeFrame, her metallic voice doing a good job at masking her confusion. Her eyes caught Jade’s, who was staring at her, as if trying to say “betray us and we both die. Don’t screw this up”. A giggle from the pegasus mare drew her attention back to their former captors.

“I almost forgot. You also get meet her for the first time,” said Bloodlust, giving ManeFrame a mischievous grin. “That would be an experience unto itself. I know it was for me when I met her.”

“Her?”

“Yep, San and I know her as chief, the founder of the intelligence. But you two…” she trailed off, giving both Jade and ManeFrame a devious grin.

“You can call her Miss Rarity.”

Author's Note

Holy **** this was so behind schedule. Hopefully, the next chapter wouldn't take a third of a year to publish. I am already working on the next chapter, but in case it takes longer than expected, I might publish a small 'supplementary' chapter which provides a little snapshot into Defect-lore. Nothing really game-changing and mostly just fleshes out things hinted in the text.

Once again, massive thanks to my editors. They are the unpaid and unwanting workforce any ~~slavemaster~~ author would want.

Have a nice one!

Editor's Notes:

Flicka Ravenhide
And we're back! What a great chapter this is, too. I will admit to being privy to some of the details regarding the arcs going into this story, but it was still a treat working up to this moment. I'm not going to spoil anything, but I believe it is safe to say not everything is as what it first appears.

Also, Fluttershy is temporarily elevated to second favorite pony (taking the place of Dash) because her Kindness reached across the great depths of time to give MainFrame some much appreciated aid.

Chapter 4 - The Seamstress and Her Kingdom

Restricted Agency Archives
Old Audio Log Miss Rarity Belle

Start Log.

“Hello, Twilight. I hope this message finds you well.”

“It’s been almost twenty years since we last talked.”

“I hadn’t known what you did. Maybe I still don’t, but I do have something of an inkling, an idea. Oh my stars, you… they were gone because of you… as well as the chaos to which we returned to, the uprisings and the many tragedies. Equestria was different, not the one I… we cherished long ago. Of course, then there was what you did to… me, and our friends.

“I was… put out, darling. No, a lady doesn’t get angry, it isn’t proper. Our friends though… When I first saw you, again, I admit I was afraid, terrified even, of what you might become as well.

“I still cannot decide whether what I saw made me more fearful or just… sad. But, I didn’t make this recording to rant, as much as I would sometimes wish to. I didn’t make this for regret, or all the things I never had a chance to say to you.”

“I know you’re out there, Twilight, I can feel it in me. What you did, it broke the Elements of Harmony, but our bonds and links hadn’t shattered. I can feel your essence lingering still, as strong as all of our friends. The others told me you died in the lost city, but I refuse to believe it.

“In case you’re hearing this, Princesses knows how many years later, I just want you to know this.

“I know you’re still alive, and I swear on my existence that I will find you. After all these years, I… it was never your fault, darling. I failed you, as a friend, a companion and so much more. How could I have called myself Generosity, when I had been so selfish? Not again, never again. I never stopped searching, and I’ll search for centuries more if I have to.

“Twilight… I promise you, Twilight, I’m going to find you, and I’m going to bring you home, wherever that may be.

“And we’ll fix this. Together.”

End Log.

Start Log.

“Oh, and just one more thing, darling?

“I forgive you.”

End Log.

“Well, I’m certainly glad you two didn’t try to blast the Timberwolves to bits,” said Bloodlust cheerfully as she cut out a swath through the crystalline jungle with a coldsteel knife-turned-machete. Close behind her followed ManeFrame and Jade with Sanguine bringing up the rear. “They have a tendency to just piece themselves back together.”

Both Jade and ManeFrame performed a double take, and Bloodlust gave a hearty laugh at their predictable reactions, without even turning around to face them. Jade’s helmet clanked loudly against the belt it was attached to when he narrowly avoided walking into a tree trunk.

“They do?!” they exclaimed before being hushed by a glare from Sanguine.

“Yep, and then you would’ve gotten them angrier and stronger. It would take the agency ages to placate them again. It would be a pain in the flank, not to mention harbouring the risk of being noticed by the Empire.” A sour expression overcame her features momentarily before it disappeared and she shook her head.

She was about to say more, but was interrupted when Sanguine stopped and held up a hoof in front of them.

“Hold up, we’re here,” stated Sanguine. Jade frowned as he glanced around, and ManeFrame copied him. She wasn’t completely certain due to night-time approaching, but seemed to be nothing unusual at all in this place.

Bloodlust nodded and shook her hoof of its dank moisture before putting it next to her lips, before making a sharp windward whistle. Several seconds later a quiet, bird-like whistle answered back.

“Alright, we’re clear,” she said, turning around to give ManeFrame and Jade a slight grin. “Hold on.”

“Hold on-” “Oh no-” ManeFrame and Jade simultaneously began.

The ground beneath them vanished, and the surface quickly disappeared from their view as darkness enveloped them. Both ManeFrame and Jade let out a scream, contrasting against the sound of Bloodlust’s laughter and Sanguine’s stoic silence. Perhaps on some default command programmed into her, ManeFrame’s wings spread out to stop her descent, and her hoof thrusters tried to summon the last fuel within them to fire up.

Before she could do anything, though, the ground’s descent slowed suddenly until it eventually came to a stop. For a second, the only sounds were the sound of Jade panting for breath and the Bloodlust’s chuckles. Then there was a great rumbling noise that filled the air, reminding ManeFrame of the engine of Imperial Behemoths. A giant, hidden bulkhead split open, and a sliver of light filtered in, revealing that they currently resided within a cave.

“What was that?” exclaimed ManeFrame, still jittery from the sudden shock.

“Doors opening,” answered Bloodlust mirthfully. Beside her, Jade patted off the dust and dirt which had fallen onto his armour.

“Stars, I thought that was a myth!” Jade tried to restore his breathing as he stared incredulously at the other two ponies. “Is that really how you enter the Agency every single time?”

Bloodlust hummed slightly before giving him a grin. “Nope, but it’s definitely the most fun.”

Jade eyed them incredulously before he stood up in the small underground opening. For being underground, it was definitely way too bright. He trotted a few steps and disappeared around a slight bend in the walls. ManeFrame hurried up to catch him, but stopped almost immediately next to him.

“Whoa,” said Jade. ManeFrame felt inclined to agree with him.

A gargantuan cave system greeted them, at least miles long and wide, with spires reaching up to the very top. Below the rocky ceiling lay a city of white and grey architecture, with a ring of archaic-looking walls jutting out of the far bottom around it. Enormous beams of light emitters raised above the city itself, lighting up everything far brighter than the outside world could hope to accomplish.

The centerpiece, however, was undoubtedly the half-completed form of an immense crystalline castle towering over the rest of the city. What was more bizarre about it was the peaks of the same white and grey styled utilitarian architecture that seemed to erupt from its evidently incomplete and open top. It was as if the buildings were giant vines, bursting out from a great tree in a magnificent fashion.

Unknowingly, or perhaps uncaringly, to ManeFrame and Jade, Sanguine stepped beside them while Bloodlust watched a little further away.

“Welcome to Ponyville; proud home to three thousand free ponies from the peaks of Canterhorn Mountain and the Macintosh Ranges,” announced Sanguine before turning around to give ManeFrame and Jade a sardonic grin. “And also enforces a ban on all non-official long-ranged communication instruments, so no funny business.”

ManeFrame, meanwhile, only acknowledged the introduction vaguely as she nodded absentmindedly, classifying and storing it in the backlog of raw background data she receives every second. It seemed completely at odds with the logical and pure functionality of Imperial architecture. However, even this took a backseat to the location the city was built in.

A whole city…Underground?! Thought ManeFrame with excitement beyond that which machines should be able to imitate. It was crazy, but ManeFrame could definitely see a few upsides. Her eyes scanned the urban areas and quickly caught sight of a quarry. Her eyes glanced towards Sanguine and Bloodlust, both of whom looked extremely proud.

“A place where any signals are hidden by the Earth itself, hidden beneath the last place the Empire would search for a resistance while replenishing itself on the materials hidden here,” muttered Jade, mirroring ManeFrame’s thoughts. “The perfect place for a hidden city right under the nose of the Empire.”

“How was this even possible?” asked ManeFrame, her mathematical mind quickly taking in the approximate dimensions of the cavern. “This place would have taken decades to just mine out. And how do you even feed the ponies here?”

“Food enrichment facilities, and artificial plantations. As for the cavern itself, magic bypasses many impossibilities, though I suppose the mare who did this was already far beyond that limit,” said Sanguine cryptically. Jade didn’t respond, but instead gazed outwards with a thoughtful expression on her face.

“What was Sanguine talking about?” ManeFrame asked Bloodlust.

“Twilight Sparkle, of course,” said Bloodlust. “At the end of the war, when the Empire swept across Equestria like a plague, the mega-runes she implemented activated and Ponyville was hidden away. It wasn’t until the Shifting Conflicts many years later that the Agency moved within.”

ManeFrame nodded, but her curiosity still burned. However, Jade had apparently exited from his thoughts and gave her a cautionary look. It was obvious as to what he meant. Don’t ask too many questions or you will arouse suspicions.

The metallic mare looked out over the outcropping and gazed down at the bustling city below. There was a slim scaffold holding an elevator adjacent to it, leading down to the ground level where an elevated bridge led directly to the city. Around it on all sides was a black abyss, filled with dark, foreboding waters to ManeFrame’s sensors.

The city itself was a completely different story. To ManeFrame’s numerous detectors, it lit up, as if a flak gun opened up on a cold, stormy night. There were thousands of ponies in there, along with several large hotspots she guessed were generators and various power-consuming structures. The only building that didn’t give off any chemoradiation or even emit any useful magical readings was the large, bizarre structure in the centre.

Maybe it’s just a decoy, in case the Empire finds this place.

“Well let’s going then!” uttered ManeFrame, internally jumping for joy at the prospects of going into a real-life pony city for the first time.

“Wait, you can’t just walk around like that! You would produce a mass panic,” Bloodlust called urgently, tossing her a small, pulsing emerald to ManeFrame. “Here, try this on.”

“What is this?” she asked, turning around the object in her hoof. The crystalline edges were smooth and a small glow emanated from roughly the centre of it. Several unknown markings were carved onto its green surface, something which ManeFrame’s scanners eagerly memorized and stored for later investigation.

“A disguise enchantment. Anypony within the agency would see right through it, of course, but it will work for most of the others,” stated the pegasus mare matter-of-factly. “Go on, I’ll leave you by yourself to experiment with it a little.”

The mare left and ManeFrame turned the device over, finding a small magnetized ribbon. She passed a hoof over it, and was startled when a wave of passive arcane energy flowed onto her. The gemstone crawled up her forehoof, magnetising itself on her upper hoof. Luckily, her system determined that it wasn’t dangerous or threatening - at least for the moment. Her mind, though, was already on what she was seeing through her sensors.

She inspected herself with an appreciative glance; a hazel coloured coat and a magenta mane with a silver streak running through it. The disguise shimmered whenever ManeFrame poked at it, creating a rippling motion from the source. When she repeated the motion, the disguise still shimmered, but noticeably less so. By the third time, the surface barely moved, almost unnoticeable if seen with ordinary eyes.

“Fascinating, the enchantment is learning,” whispered ManeFrame.

It was then that she caught the sounds of a conversation – or rather an argument. She realized that Jade and Sanguine was nowhere to be seen. She turned around, and walked a little further along the walls. Then, behind a bend in the rocky surface, she spied Jade confronting Sanguine.

“How did you get ahold of that?” he demanded, jabbing a hoof at an enchantment device that Sanguine was holding, one that was almost identical to hers. Even from her distance, ManeFrame could see his tense face and small hints of a simpering fire behind his eyes.

“Scavenged, and we repurposed it for ourselves,” replied Sanguine, showing no sign that he noticed the hostility in the question other than the tiniest frown. He said something else, though, that ManeFrame couldn’t make out. Whatever it was, Jade didn’t respond.

“Hey, you okay, ManeFrame?” asked Bloodlust. “You seem a bit out of sorts.”

ManeFrame blinked and turned her attention back to Bloodlust.

“Yeah, I’m fine, but…” she trailed off, seeing that Jade had broken off the argument. “Nevermind, it was nothing.”

“So, do you like the disguise?” Bloodlust asked with a smile, one that ManeFrame matched with her own on her now decidedly pony-like face.

“Yeah, I do,” said ManeFrame, smiling lightly. “I really do.”

“Alright, if that’s all,” rumbled Sanguine, marching to the entrance to the elevator. After punching some numbers into the small control pad beside it, the doors slid open with a low hiss. ManeFrame, however, focused on Jade when he was within sight again.

“Jade, what’s wrong?” asked ManeFrame in a small whisper. He looked at her before quickly averting his gaze for some reason. Maybe the argument affected him more than I thought.

“Nothing. It’s nothing,” he muttered, brushing past her and walking ahead. He entered the Elevator and silently stood next to Sanguine. The feeling was very much neutral as Sanguine didn’t bat a single eyelash towards Jade’s direction. Bloodlust walked up beside her, making ManeFrame give a little start. The pegasus mare raised her eyebrows inquisitively but decided not to comment on it.

“C’mon, let’s go. We’ll be waiting for a little bit until Miss Rarity will be free to see us,” asked Bloodlust. She then flashed ManeFrame a smile. “That’s not to say we have to go the shortest way. Wouldn’t it be nice to see a real, legitimate city again, ManeFrame?”

“Yeah… definitely,” replied ManeFrame, half-heartedly mustering a smile.

The main gate had a three-fold layer protection. The first and foremost was the gate, which was a simple structure, with the only thing out of the ordinary being that it was lined with coldsteel. The second was a series of bulkheads, followed by another layer of blast doors. All these entrances worked akin to clockwork, which if the slow grinding of gears and machinery was any indication, was not far off from the truth.

Once through, they were greeted by several guardsponies dressed in a uniform similar to Jade’s. When they passed her, they tensed ever so slightly, the leader narrowing his eyes and shooting a quick glance at Bloodlust and Sanguine. ManeFrame couldn’t gauge their reaction, but the guard’s shoulders slumped a little and let them pass.

“The castle in the centre there,” said Bloodlust, pointing to the gleaming white structure that rose over the city. “That’s the Agency.”

“We’re entering one of the business sectors, Miss ManeFrame,” intoned Sanguine. No sooner then he had finished speaking, they rounded a corner, and walked out onto the most colourful street ManeFrame had ever seen. “Be careful not to bump anypony, it might give away your cover.”

ManeFrame hummed in reply, no longer paying attention to what was being to her as she looked around with awe. There were electric lanterns and bright neon signs all around, most of which were advertising the wares of shops. There were stores for everything, many items of which ManeFrame had never even thought of. Restaurants, tailor shops, open markets, pubs, bakers and electronics shops were only some of a few that ManeFrame could discern, with many more hidden between other stores and alleyways.

The dozens of ponies roamed the street also fascinated ManeFrame to no end. Most in just their bare coat, but some wore dresses, skirts and even a few wore pants. Shouts, laughter and conversation permeated in the air, filling it with a welcoming warmth. What slightly baffled ManeFrame was that most of them didn’t seem to be interested in the shops and were simply enjoying each other’s company. Trotting around aimlessly seemed like a waste of time, and could be better spent doing something more productive, like reading.

She followed Bloodlust, Jade and Sanguine, who all seemed to be caught up in some sort of a conversation. ManeFrame didn’t have the mind to pay them any attention, being much more focused on her surroundings. She was still a little worried about Jade, but right now he seemed more relaxed. Once or twice, she caught him sneaking a glance at her, to which she responded with a bright smile. For some reason, he always quickly averted his gaze afterward.

As she kept walking, she came across a clothing shop that caught her attention. Her earlier worries forgotten, she trotted over to the clothing stands, looking over the numerous dresses it had on display. All of them were tagged with a small card which ManeFrame was quite sure were their prices. Her situational sensors warned her that a pony was approaching her from behind. She whirled around, ready to face a possible attacker, only to see a startled shopkeeper looking at her.

“Hello miss, that was some reaction time,” said the mare, after recovering from her slight shock. “Are you perhaps looking for a dress or two for a potential somepony? Or perhaps to spice up your romance?”

Her smile grew a little bit wider as ManeFrame cooed at the beautiful and bright garments. After a long moment of taking in everything her eyes could see, she eventually managed to tear her gaze away from the shopkeeper’s wares.

“I-I really shouldn’t, I need to follow my-uh, companions,” said ManeFrame awkwardly.

“Well, you better hurry up. They’ve already gone,” The mare, raising a hoof at where ManeFrame last saw Jade and the others. Now, there were only a sparse few ponies roaming the shops and stands, none of whom ManeFrame could identify in her memory cores.

Oh shoot.

“Thank you so much for your time but I really have to go now, Miss… uh-”

“Sun Dust,” said the mare warmly. “Go on, then. I hope you catch up to your friends. I saw them turn around the left corner at the next intersection.”

ManeFrame flashed a quick and grateful smile at Sun Dust, which felt somehow much more comfortable and natural to her knowing that her disguise was now emulating the action – correctly as a pony would. She turned around and galloped towards the pointed corner, deftly dodging through bypassing ponies.

She turned around the bend and saw an alleyway, with the exit of a bar on one of the sides adjacent to her. It was poorly lit, unlike the roads she had traversed before, and there were gathering refuse against the walls. Cautiously, she walked forward towards the other side, which opened up to another street.

They couldn’t have gone too far, right?

“Jade?” called out ManeFrame. The streets seemed pattern-less and she could find no signs of her companions. A whistle, though, came out from behind her, and she almost sighed in relief. That must be Bloodlust again. She turned around with a smile on her face, which morphed into confusion upon seeing a quartet of ponies – stallions if her analytics were correct – heading towards her direction, seeming to not have noticed her.

ManeFrame bit her lips as she considered her options. Perhaps I can ask them for directions without giving away my cover.

“Excuse me, sirs! Can you please help me with the directions?” The stallions stopped and locked onto her as she cautiously trotted towards them. A stallion stepped forward, and greeted her with a lopsided smile.

He had a dirty brown duster draped across his messy cobalt blue coat, a greasy looking mane peeked over high collars that cupped his cheeks. A used-up roll of something was being chewed upon in his mouth, emanating a sweet smell mixed with an unpleasant odour. Three other equally scruffy stallions accompanied him.

“Hello dear, I think it is us who you can help,” he said with a snort and a grim grin. “In fact, you have come at just the perfect time. My boys and I had a long, rough day.”

“Um, I think you mistake me for somepony else,” said ManeFrame, pausing in her advance. “I don’t think we’ve ever met before.”

“Oh no, honey, we know exactly who, or what you are, and what you can do for us,” insisted the stallion. If ManeFrame could pale, she would, a sliver of disgust jolting through her mind. They think I’m a… Urgh!

“Excuse me,” said ManeFrame, injecting as much confidence into it as she could, while swearing that her fake coat had grown paler. “I have somewhere else to be right now.” She proceeded to back away and turn around, but she stopped abruptly as she leaned against the cold, hard wall behind her. She gulped and turned around to face the advancing stallion, who had now drawn far too close for comfort.

“Come over here, Solder. I think we need to convince the dearie here a little bit before we start our-” The stallion paused, and licked his lips with a voracious grin. “-activities.”

“I think I should really get go-” ManeFrame didn’t know how it was possible, but the pony who had been referred to as Solder had somehow grabbed her haunches without her sensors being triggered. As soon as his hooves made contact with her metallic body, though, a small patch of her bronze plating was revealed. From an outsider’s perspective, it looked as if a part of her coat had dissolved around the tips of the stallion’s hoof.

“What the,” gasped Solder, yanking away his hooves and backing away from ManeFrame. “The Tartarus are you?!”

The leader rolled his eyes at the stallion, snorting as he turned his focus back to ManeFrame.

“Stop wetting yourself, Solder. It’s obviously just a gimmick used to scare off ponies,” sneered the Leader, chuckling. “Sorry, honey, it’s a neat trick, I’ll give you that. Unfortunately for you, it’s not gonna work here.”

“What’s not going to work?” Everypony, ManeFrame included looked up to the source of the voice and saw Bloodlust gracefully gliding down from a rooftop.

“Hey boys,” whispered Bloodlust huskily as she landed elegantly and approached the two stallions. Almost comically, the two ponies reared away from her but ended up bumping into each other’s hind sides. ManeFrame breathed a sigh of relief and watched in a slight fascination as the stallions paled significantly – even more impressive as one of them had a pure white alabaster coat. While the gang was distracted, ManeFrame also sensed two familiar ponies joining in on the conversation.

“A-Ahehe, Miss Lust,” the leader stammered, gulping as he slowly took several steps back, only to bump against the bulk of Sanguine. He looked up hesitantly to see Sanguine’s scowling face and an even angrier looking Jade. He quickly snapped his view back to Bloodlust. “M-Me and us lads were just… welcoming her to the city. Didn’t want to have her lost or something.”

“And you didn’t even think about inviting me! The others I might understand, but I expected better from you, Impulse,” Bloodlust accused, feigning offence as sauntered up to them. Beside them, the last two gang ponies looked ready to bolt at any second. “And you two, don’t think that I haven’t noticed you. Stay exactly where you are if you enjoy keeping your equipment attached to the rest of your body.”

“Now, now, I swear Miss,” begged the leader dubbed Impulse, nervously fidgeting. “We’ll just be well behaved now and won’t trouble you none. Please, we didn’t mean nothing by it.”

It was obvious that Bloodlust didn’t buy any of the pleas, but upon glancing back at ManeFrame, she apparently decided they weren’t worth the trouble.

“Report to the nearest discipline office. I’ll personally check later. Now run along while you still can,” said Bloodlust with a sickeningly sweet smile, her eyes glinting dangerously with the threat of pain and death. Once the forms of ponies had diminished sufficiently, Bloodlust’s expression morphed into one of disgust. Turning back to ManeFrame, she began to ask but was interrupted by Jade instead.

“ManeFrame, are you okay? They didn’t do anything… regrettable, did they?” he asked with a slight growl. “Those bastards, if they did…”

ManeFrame suddenly felt sheepish, and more than a little embarrassed that she had to be rescued, for a lack of better word. Meekly, she shook her head.

“I’m fine, really. Besides, they couldn’t even…” she trailed off. For a short moment, she almost forgot that she was a construct, that she was ManeFrame. She was knocked away from her train of thoughts by a grunt from Sanguine.

“A suggestion, Miss ManeFrame. Don’t get lost again,” said Sanguine as he glared at the retreating form of the gang. He snorted and motioned for both ManeFrame and Jade to follow him. “Come on, you don’t want to be late for Miss Rarity.”

“So, what is she like?” ManeFrame asked her winged companion. They were traversing the streets, which were steadily narrowing as they approached the ‘White Castle’, as Bloodlust had put it. Since her encounter with the seedy stallions, she started to notice that most ponies gave them a wide berth, or more specifically Bloodlust and Sanguine. ManeFrame couldn’t tell whether it was respect, fear, or some combination of the two.

“Miss Rarity?” asked Bloodlust, to which ManeFrame confirmed with a nod. She paused with a thoughtful look. “Ancient. That’s the first word that comes to mind.”

“Really? How old is she?” said ManeFrame. Bloodlust wagged a playful hoof in front of her face and gave a sly grin.

“Now that’s a real bomb, isn’t it? You really shouldn’t be asking a lady that, ManeFrame,” she said before her playful demeanour collapsed into a fit of giggles. “Naw, it’s alright. Just messing with you. As for how old she is, I haven’t the faintest clue. You never even think about it all that much, she’s just always there for us. Some say she’s been here to see the rise of the Equalist Empire and the fall of the Old Equestria, but that can’t possibly be true. If anything, she looks like she’s in her prime right now.”

“Huh, that must be… weird,” ManeFrame pondered aloud. She quickly realized that wasn’t the most polite thing to say, and was afraid of a reprimand when when Bloodlust gave a snort of laughter.

“I’ll say,” said Bloodlust, trying to contain her chuckling. “Us mares have tried to ask her for years - subtlety of course - but she wouldn’t tell. Everypony has their secrets, I suppose.”

“Speaking of secrets, word around is that the Equalist Empire was looking for something shortly after the battle of Neicolt. Rumour has it that they’ve lost one of their ‘experiments’ along with something else. Considering how tightly locked the information for the first was, I don’t even want to think about the second one.”

“Um, is it alright to be spreading that kind of information around,” asked ManeFrame, drawing three surprised glances from the ponies.

“Naw, the Empire already knows that we know. Doesn’t matter to us none if the Empire hears of it,” replied Bloodlust.

“How did you even manage to get the intel in the first place? I can’t imagine things like this wouldn’t be put under coldsteel lock and key,” questioned Jade, causing Sanguine to give a bemused snort.

“Trade secret, but Chief had participated in it personally,” said Bloodlust as if that had explained anything.

“That’s… significant?” asked ManeFrame.

“Hell yeah, it is. Chief almost never participate in any raids besides planning them. Some say that back when she was still in the field, the grunts would hightail it out of there in a heartbeat. She even singlehandedly retook the region we’re in right now, back when it was still in Imperial control,” said Bloodlust with a look of awe on her face. “She is living legend, right up there with the old Princess.”

“We’re here,” spoked Sanguine. ManeFrame looked ahead and saw that they were away from all the residential buildings and shops, instead on an elevated patch of ground with a cliff face between them and the Agency. A small shuddering groan, a large chunk of the rocky face evelated upwards, bits of rocks and dust falling down as it revealed a huge interior.

“Do you guys get your knocks off from secret entrance and passages?” asked Jade, smirking.

“Depends on who you ask,” Bloodlust smirked back.

When the faux cliff face was fully raised, a hangar was revealed. Intense, white lights from the high ceiling illuminated rows of elongated machines, many of which had ponies diligently maintaining and inspecting them. A quick scan and match told her exactly what they were.

“You have verticrafts here! I thought they were all destroyed!” squealed ManeFrame with a giddy grin.

The verticraft, previously consisting the majority of the resistance’s air offensive capabilities, were works of art. It had an eloquent shell that covered its length, with twin rotational turbines by its side for elevation as well as acceleration. A clear cockpit view showed a single pilot’s seat, a slew of controls and levers exposed to it. The entire design was accentuated by a blue and gold colour scheme, running along the entire outside of the aircraft. Despite multiple attempts to replicate this design, the Empire had failed to do so with efficiency.

“It seems that our efforts in sabotaging the Empire’s Intel have been more successful than we’ve been led to believe,” said a silken, feminine voice from behind them. ManeFrame spun around to see an alabaster unicorn mare with a rich, lavender mane purposefully walking towards them Each step of her hoof was deliberate and careful, almost silent. Immediately, ManeFrame was struck with a bizarre sensation, as if she was missing something so very crucial and familiar.

“Chief,” saluted both Sanguine and Bloodlust in unison.

“Come, you two. Lighten up a bit, would you?” remarked the mare cheerfully, to which the two ponies gave a small, respectful nod before assuming a more relaxed stance. The unicorn mare glanced at ManeFrame and Jade, who had stepped next to ManeFrame whilst she was distracted. “Ah, but where are my manners to our new guests.”

Smiling, she stepped in front of them and gave a small flourish with her hoof.

“Rarity, part-time seamstress and fashionista, full-time director of The Agency, at your service,” announced Rarity, dropping down to a low, elegant bow. When she rose again, she gestured to Bloodlust and Sanguine. “And of course I am certain you have already familiarized yourself with my finest agents Bloodlust and Sanguine.”

“Um, hi, I’m ManeFrame,” said ManeFrame awkwardly, trying to imitate the Rarity’s graceful bow. A muffled giggle from Bloodlust caused her to immediately return to her upright posture, a healthy blush blossoming over her disguises’ face. Rarity smiled gently and gave ManeFrame a small wink before turning to Jade.

“Captain Jade Grayling of the Resistance, Ma’am,” he greeted, nodding his head respectfully. “It’s a very nice place you have here. I haven’t ever quite seen anything like it outside of the Resistance mainland cities.”

“Please, call me Rarity – I insist. ‘Ma’am’ makes me feel like an unbearable old grump. The same goes for you, ManeFrame. And thank you, Captain. I’m glad my efforts haven’t gone to waste,” she said. “Now, please walk with me. We have a lot to talk about.”

The sounds of sparkling electricity and light conversation faded away as they reached the end of the hangar and went through a doorway. Where before it was a sterile white, the hallway they found themselves in was laid with marble, with walls reaching high up into the ceiling.

They walked down the hall in a small trio, flanked by Bloodlust and Sanguine on either side. For a while, the only sound was the sharp click-clacks of their hooves against the marble floor. It did, however, give ManeFrame time to admire the hallway they were in. It was slightly reminiscent of the ruined castle in the Everfree, but it was nowhere near as expansive and was adorned with more technologically advanced objects – electric lamps, the occasional holograms and various steel plated hatches along the walls. It felt peaceful for her, but one glance at Jade told her that he didn’t share her opinions.

His face was tense, and he observed everything with scepticism and suspicion. Whenever they came across a map or note of some sort, he would try and hide the fact that he was reading every single one. Finally, Rarity cleared her throat lightly, breaking the silence.

“Is there something on your mind, Captain?” she asked, a hint of amusement on her face.

“Well uh, it’s a pleasure meeting you Miss Rarity,” said Jade politely as he walked beside her. “I have to admit that you’re not exactly what I expected.”

“What did you expect, Captain Jade Grayling? Perhaps an aged mare dressed in slags decorated with dozens of medals?” asked Rarity, grinning. Jade opened his mouse to speak but decided against it at the last second. The group stopped in the hallway, coming to a small door. It shunted open and revealed an elevator.

A short ride later, they were in a different setting, with smaller, more compact hallways and the occasional uniformed ponies walking past them. Many of them nodded to Rarity and the two agents, almost entirely dismissing Jade and ManeFrame.

“Those are some of my other agents. Don’t mind them, they can be a little… stoic at times,” whispered Rarity with a small wink.”

“So… Rarity,” started ManeFrame. “Surely you knew all about us before we even stepped into the Agency. Why have us introducing ourselves?”

“I always believed that greeting somepony firsthoof is a good way to get a measure of their qualities and personalities,” responded Rarity, looking at ManeFrame dead in her eyes. It lingered there for a second more – as if she wanted ManeFrame to say something – before her intense gaze moved away. “You two are quite a unique pair, I must admit.”

“Thanks?” replied Jade with a questioning tone.

“Now, I had wanted to meet you two earlier and show you around, but… well, pressing matters unfortunately dominated my attention for a long time. It’s getting rather late, so I think it would be for the best if you two both get some rest for tonight,” said Rarity kindly. “We have much to discuss tomorrow.”

“I can use a soft bed,” remarked Jade while ManeFrame just simply nodded.

“Great! Bloodlust and Sanguine, sorry to be a hassle, but please escort Jade to the living quarters and show them where the dining hall is along the way. ManeFrame will be with you shortly. I just want to have a small conversation with her first,” said Rarity, to which both intelligence ponies responded with a stout ‘Yes, ma’am’.

Jade shot ManeFrame a troubled look as he passed her, one that wasn’t entirely missed by Rarity.

“So, ManeFrame, can I see you?” asked Rarity tentatively. ManeFrame faltered in her steps ever so slightly, realizing that she still had the disguise filter upon herself. In a weird way, it had almost grown comfortable to her, and she hesitated at the thought of revealing her true nature. A gentle nudge from Rarity caused ManeFrame to look at her. “It’s okay, ManeFrame. There is no one in these hallways except for us, you can trust me.”

Nodding slightly, ManeFrame found the small gemstone stuck against her hoof. She plucked it off with a small, metallic clang. Almost instantly, her hazel coat shimmered away, revealing her bronze construct plates.

“Wow,” murmured Rarity. ManeFrame turned away abashed.

“I know, I’m so-”

“Beautiful,” finished Rarity with a smile. ManeFrame turned to her in surprise. “Really, ManeFrame. The gleam, the design, the form. Darling, you’re gorgeous.”

ManeFrame shuffled slightly on the ground, glad she was no longer wearing her disguise as it would undoubtedly be blushing profusely.

“I shouldn’t bother you anymore, but I want to know one more thing before you leave,” said Rarity.

“Um, sure, what do you want to know?” said ManeFrame, still feeling a little flustered.

“You have some interesting items in your saddlebags, as well as the shotgun that was in your possession when my agents confiscated it,” commented Rarity. “I know it isn’t exactly my business but… may I know where you found them?”

“Oh, well I found the shotgun and the necklace in an old barn in a place called Ponyville,” ManeFrame recalled, internally browsing through her memory entries. “Though I suppose it’s the name of this city now, right?”

After a long pause that made ManeFrame think she said something wrong, Rarity asked “Was it… was it on the edge of the Everfree forest?”

“It was, actually. How did you know that?” said ManeFrame. She turned to Rarity when there was no reply, only to see her with a forlorn gaze, stuck in her thoughts. “Rarity? Are you okay?”

“Hm? Oh, yes, I’m just lamenting my own stupidity,” she replied, chuckling a little. “And the book?”

“An abandoned ruin in the Everfree,” said ManeFrame carefully. She was sure Rarity already knew of its existence, but on the off-chance she didn’t, well, ManeFrame wanted to revisit its grandiose library sometime.

Rarity hummed for a moment.

“Here, as a sign of goodwill, you can have it back. I trust you to not use it,” said Rarity, levitating the shotgun with the familiar trio of apples printed across its stock. ManeFrame’s eyes widened, and she was about to speak when Rarity stopped her. “On one condition, though. I want to have your measurements.”

“You mean my specifications?” asked ManeFrame, hundreds of statistics of her construct form immediately brought to the forefront of her mind. “There’s a lot of them.”

“Not at all, darling, just your physical dimensions. I have a little project I’m working on that I think you will simply adore,” said Rarity slyly.

When ManeFrame entered her designated quarters, she was surprised to see Jade within, having shed most of his armour and was for the first time in his bare coat. Puzzled, she wondered why they weren’t put into separate quarters. Jade glanced at her with a raised eyebrow from within the comfortable warmth of his bed, presumably because she wasn’t wearing her disguise. Luckily, he didn’t seem to object to her presence, at least outwardly.

Slowly, she carefully placed her measly possessions, the sheathed shotgun and her saddlebags, onto an adjacent dresser table. Jade eyed them but ultimately didn’t say anything, his expression hidden by the blanket he had wormed under. She began to approach the empty bed opposite of Jade’s, but stopped when she realized that she didn’t need to sleep in a bed.

After a moment of slight indecision, she crept onto it and sunk into its soft depth, sighing. The action, even if only for what it symbolized, soothed her. It felt calm, and peaceful. An idea came to her and she took out

The origins of the Elements of Harmony have always been shrouded in history. In fact, until very recently, the Elements’ use had not been found to be documented before the first Incarceration of Discord. However, with not insignificant efforts on the part of Princess Twilight Sparkle, the Elements have appeared to be in use during the height of the tribal era. Cultist and spiritual leaders of powerful unicorn tribes sometimes held up to two or even three Elements to ward against the untamed nature and sieges from other tribes. This led to a working hypothesis that while modern-day Elements are best for working together in synergy, their origins may be independent of each other…

The more ManeFrame read, the more fascinated she became with its concept. While she read, part of her construct’s chest plate uncovered to reveal the necklace she had found before. Startled, she realized she had almost forgotten about it. Now, however, it was glowing gently. Smirking, ManeFrame used some of her sensors – now more functional than they were in the forest – and started probing the strange object.

After several futile minutes of this, she huffed in annoyance. There was little she could discern from the object other than it seemed to pulsate a weird type of energy every so often. Slightly disheartened, her eyes drifted back to the open book.

From the ancient records, there have been documented side-effects to the use of the Elements of Harmony. Prime among this, is when element bearers are equally recognized in a magical binding, they develop strong connections that intertwine with their emotional functions. There has been evidence to suggest this could even be the origin of the term ‘soul-mate’ before the adoption of its more contemporary definition. Even when separated, the bearers still resonate strongly with each other, sometimes manifesting in an insatiable desire to be with one another until a new set of bearers are chosen. ManeFrame stopped reading, and rescanned the last line. A phantom shiver ran through her, but before she could dwell on this further a voice spoke up from the other side of the room.

“Come on, ManeFrame, turn that light off. I haven’t got a decent night’s sleep in weeks,” groaned Jade. ManeFrame sheepishly uttered an apology and turned off the mounted lamp, but not before re-reading the last line for one final time.

“Good night,” said ManeFrame, to which Jade replied with a snore, already fast asleep. ManeFrame smiled despite herself and laid down on her own bed. With a small exhale, she went through the same process that was gradually becoming more familiar, her systems entering into a dormant state as her metallic lids closed over her eyes.

ManeFrame woke up early as usual, feeling once again rejuvenated from her hibernation. She glanced at Jade and stifled a giggle as she saw him strewn across his blanket. She sneaked closer and lightly bopped him on the nose, to which he sleepily knocked away with a hoof and a curious mumble ‘Please… I don’t want to….”.

“Ponies are weird,” chuckled ManeFrame to herself. She stopped at the mirror to inspect herself, reactivating her disguise to attempt a few facial expressions she saw from other ponies. After a little more experimentation, she managed to turn her ‘facial’ expression into something more similar to that of other ponies. Before she could continue, though, the enchanted gem dimmed and sputtered, her disguise eventually fading away giving way to her metallic features.

Sighing, she crept onto the bed and sat on it a while longer until there came a knock on the door, causing ManeFrame to stiffen momentarily.

“Come in?” The door opened to admit Bloodlust, who looked the same cheerful self she had been yesterday, though her mane was curiously braided behind her neck this time.

“Hey, good to see you’re up. Chief wants to see you about something,” said Bloodlust. “Good luck.”

“Thanks?” responded ManeFrame with a puzzled look.

“Chief has a way of changing our perspectives when she talks to you, even if she may seem somewhat eccentric at times. So just be prepared for that.”

“I hope you had a good night’s rest, ManeFrame,” greeted Rarity, smiling warmly as ManeFrame entered what looked comparable a war room. A large, smoothed roundtable dominated the centre of the room, with a ring of twelve velvet plaided chairs circling it. Sitting at the very end of the table was Rarity, who had turned her sight towards to one of the many large, pony-sized glass windows lining the walls.

Stepping up next to Rarity, ManeFrame looked to where she was peering towards. From her elevated vantage point, she could see the small, bustling town underneath, sprawling out to all surround the Agency in the underground cavern. Beyond the limits were dark, obsidian towers, occasionally crackling with purple, arcane energy.

“Beautiful, isn’t it?” said Rarity before glancing at ManeFrame. “Please take a seat. Oh, and even if you look at me like that for a millennium, I doubt your question would announce itself.”

ManeFrame, a little embarrassed, quickly took a seat adjacent to Rarity. Before she could lose what little courage she had, she blurted out “How old are you?”

At Rarity’s stunned expression, she quickly started to backtrack. “I’m sorry, That was- I shouldn’t have-”

A sharp, bell-like laughter from Rarity stunned ManeFrame. She had expected scorn, shock or offence from the mare, but instead she was giggling crazily.

“Oh Celestia, this is certainly the first time I’ve been asked that question so directly!” cried Rarity. She managed to retain her laughter, wiping away a tear. “Sorry about that, ManeFrame. It’s just that the girls have always tried to ask me this through the most roundabout of ways. It’s quite humorous, really. To answer your question directly, I don’t remember.”

“What do you mean?” questioned ManeFrame. “How can you not remember?”

“Simple. There have been gaps in my memory, and only after some time have I began to remember them,” Rarity smiled melancholily. “All I can say is, I have been around for a long time.”

ManeFrame wasn’t completely satisfied with the answer, but she realized it was likely the best she was going to receive. When Rarity spoke again, it was in a muted and serious tone.

“I am afraid I have been deceiving you somewhat, ManeFrame,” confessed Rarity. ManeFrame shifted uncomfortably, her eyes flicking around the room as her mind planned for the worst possible scenario. She became slightly panicked as she realized the only exit was a door, which was undoubtedly reinforced and locked. Despite her explosive munitions tray being empty, it weighed heavily on her mind.

“ManeFrame, I know what you are.”

“Uh, what do you mean? I mean, knowing what exactly? There’s a lot to be known, aheh-he,” stammered ManeFrame, chuckling nervously. Rarity smiled and placed a hoof on ManeFrame’s shoulder, though she retracted it when ManeFrame involuntarily flinched. When their eyes met, ManeFrame's shoulders sagged. “So you know. How?”

“We are an Intelligence Agency, after all, darling. Please give us a little credit,” said Rarity with a wry smile. “We’ve had information on your existence since before your ‘release’, but only in pieces, and always vague. My agents almost didn’t recognize you at first, that is until you started destroying Imperial constructs. “I tried to send you help at Neicolt but the Empire was… unwilling to cooperate, to the say the least.”

“Does… Does Bloodlust and Sanguine know?” asked ManeFrame.

“They do, and I’m sorry for their deception. It was at my insistence that they did so. Do not blame them for what they had to do,” Rarity lowered her head apologetically. “There is a great deal the Agency has to be wary of. “I had to be sure.”

“So, what now?” ManeFrame inched away ever so slightly, looking at Rarity with some wariness.

“Everything I’ve said so far is sincere. I will not treat you any worse than my own agents, provided that you oblige by our rules. Your Captain Grayling will be sent to the Resistance as he wishes to be. The same goes for you, ManeFrame, but I will ask something of both of you. Whether you accept or deny if your choice.”

ManeFrame’s ears perked up at this.

“A choice? What sort of a choice?” she asked.

“You will know it soon. Both you and Jade,” assured Rarity. “But, regardless of your decision, ManeFrame, I want you to know that you are important, very much so.”

“What do you mean?” asked ManeFrame.

“I’m… not too sure if I can explain it,” explained Rarity hesitantly, brushing a hoof across the tabletop. “But I know that you are crucial for us to win against the Empire. Of that, I have no doubt. All I want you to know right now, though, is I’m here to help. No matter our origins, we have a common goal.

“Your defection is not a coincidence. I see the same spirit inside of you as my best and brightest agents. A spirit that strives for a better future, a safe one where others may live in peace and harmony.”

“Spirit? But… I’m a machine, a construct. How can I have a spirit?”

“Be true to yourself, ManeFrame. You are so much more pony than you realize,” said Rarity. “Do you know why we fight?”

“Huh?” ManeFrame raised an eyebrow in confusion. “Well, different ideologies, I suppose, territories even…” ManeFrame trailed off. “You are enemies, and you have to fight each other to
survive.”

“But what about the ponies themselves, ManeFrame?” implored Rarity. “What about each of their individual needs. Their motivations?”

“They each follow the chain of command,” answered ManeFrame in slight confusion. “By themselves, they don’t change the course of a war.”

“And a long time ago… you were right, ManeFrame,” agreed Rarity. You’re good with statistics, so here is one. Fourteen million. What is significant about this number?”

“I…don’t know?” confessed ManeFrame. She was now more puzzled than ever before. She searched through her files, but no matches came up.

“The decade after the Empire was created, fourteen million ponies were killed. Not only Equestrians, but on both sides of the conflict.”

“The Empire once had pony soldiers?” Rarity angled her head to regard ManeFrame.

“Yes, once, a long time ago. They had pony citizens as well, they were by all means an independent pony nation bordering Equestria,” explained Rarity. “The reason those ponies fought are exactly what you said, but with one more added ingredient: greed. Soldiers were pawns under the hoof of politicians and generals, and they were sent to slaughter each other regardless of the consequences. It’s almost formulaic, devoid of any emotion. It’s easy to forget that each one of that fourteen million number was a pony, with their own lives and ambitions and family. Ultimately, it’s what destroyed Equestria.

“The war we are fighting now, ManeFrame, is different. The reason why so many ponies fight, and die, is not because they have been ordered to, or because they want conquest. It’s because they have something more to fight for, something they consider far more important than themselves. They want to protect their freedom, their families, their sense of identity,” said Rarity. “I want you to know, because it is what held us together after all these years. The war that split apart Equestria was horrible, and it must not be repeated.”

“But why are you fighting?” ManeFrame asked quietly. Rarity sighed, but gave a small grin.

“You caught on to that? I’m afraid my motivation is… different from most. Many years ago, I made a promise to a dear, old friend. I… failed that promise, and since then I’ve told myself, never again shall I do it. I cannot ask for forgiveness, but all I can ask for is that she can forgive herself.”

ManeFrame smiled slowly.

“I’m not completely sure what had happened between you two… but I think she would still be glad to call you her friend,” ManeFrame ventured.

“You have no idea how much that meant to me, darling,” murmured Rarity, her eyes shimmering. Quickly, though, she wiped it away with a hoof and a small laugh. “I am being such an old and sentimental fool. Who am I to burden you with my worries, especially with so much to worry about yourself. Oh, before I forget.”

Rarity ducked down under the roundtable and retrieved a small bag within her magic. Carefully, she lifted a mesmerising cloak from within it, its blend of silvery and grey colours coming together in a hypnotic blend. “Would you like to try this on?”

“Me?” asked ManeFrame.

“Well, of course, dear. It’s made for you after all.” Rarity levitated it over ManeFrame’s form and clasped it around her neck, the locks coming together with a quiet click. Suddenly bashful, ManeFrame twiddled with her metallic hooves.

“I can’t have this, Miss Rarity. It would be better for somepony else to have it instead.”

“Nonsense, it’s a gift for you. And what did I say about just calling me Rarity?” she said gently, before giving her a pleading look. “Come on, ManeFrame, please give it a twirl. You look just fabulous in it.”

ManeFrame smoothed over it and turned around, spinning a little awkwardly. She gasped as a small tendril of violet magic snaked around the cloak and it started to turn translucent. By the time she stopped moving, she was almost completely hidden from sight.

“It makes me go invisible?!” exclaimed ManeFrame. After a short moment, the enchantment faded off and she was once again visible.

“I may have forgotten to mention that,” remarked Rarity with a grin. Her horn shimmered briefly and ManeFrame’s eyes lit up when she saw her metallic appearance had been once again transformed into a coat. “You seemed rather attached to your disguise, so I weaved a similar enchantment onto this cloak.”

“I… I don’t know how I can thank you, Rarity,” responded ManeFrame, breathless.

“No thanks needed, ManeFrame. It’s not charity, but a gift, from one friend to another,” said Rarity.

“You think we’re friends? Even if you know that I’m… well, not pony?” asked ManeFrame, surprised. It had taken so long for Jade to give her even a small measure of trust, and here a stranger offered her friendship. Some part of ManeFrame wanted to analyse her, attempting to find any hidden clues or carefully constructed wording. However, another part can’t help but believe her, instinctively knowing it to be true.

Rarity paused and then gave ManeFrame’s shoulders a reassuring squeeze.

“Perhaps… not yet. But I know we will be, ManeFrame, as surely as if it had already happened,” said Rarity. They looked at each other silently, before the quiet was interrupted by a loud thud outside the door, followed by a brief but expressive bout of cussing. ManeFrame quickly identified the voice as Jade’s, albeit sounding grouchier than usual.

“Ah, that must be the others,” said Rarity, turning to give ManeFrame a conspiratorial wink. “It’s going to be business from now on, ManeFrame, but please think about what we talked about. It will mean the world to me.”

ManeFrame nodded slightly just before the large oaken doors opened to admit Bloodlust, Sanguine and Jade, with the latter looking significantly more bedraggled than the others. Rarity turned to them and stood around the main table, which was suddenly illuminated with a burst of pale blue energy.

“Is this urgent? I was- enjoying my sleep,” grumbled Jade, stopping mid-sentence to stifle a yawn as he took a seat directly opposite of ManeFrame. Rarity smiled thinly at him.

“Quite, Captain,” said Rarity, lighting her horn in a pale blue aura.

The roundtable lit up with a matching colour, emitting a brilliant spectrum of prismatic lights that swirled together rapidly, before settling down and solidifying into shapes and objects, forming a map. Soon, a sparkling white forest filled with hundreds of small, moving flickers of light was forged on the table.

It took less than a fraction of a second for ManeFrame to realize it was a map of the Everfree forest. Eyes widening, ManeFrame quickly examined every detail of what was present, and correlated them with her own data. In her database, the statistics and figures slowly morphed into a visual layout.

“Whoa,” gasped ManeFrame. “I’ve never seen something so… colourful.”

“Glad you approve, darling. Designed it myself.” Rarity’s horn lit up and the map began to zoom out until it encompassed everything from the great eastern oceans, to the edge of the great unknown, to the tip of the dragonlands. A small trio of white diamonds focused on somewhere near the middle of the Everfree Forest.

“For the past few months, there have been… rumours of a new secret weapon being built by the Empire. It was mostly unfounded, and the source was highly unreliable. However, the prospect of it was dangerous enough for me to investigate its truthfulness,” said Rarity, a small troubled frown on her face as the map zoomed in onto a small Imperial compound. “Four nights before your assault on Neicolt, I sent a squad of my best agents to the Fillydelphian Relay Facility. They sacrificed their lives to send me an encrypted message.”

“That doesn’t sound good,” muttered Jade. “I’m sorry for the loss of your agents. I’m sure they were all good ponies.”

“They are, and I intend to honour their sacrifices,” said Rarity, her voice determined and firm. “The problem with the message, however, is that it was recovered in raw form from an Imperial database, and can only be decrypted by an Imperial Relay outpost. Before their death… my agent couldn’t tell me anything beside that it was of the utmost importance.”

“What’s the problem, then? Surely the agency has done numerous infiltrations over the years?” asked Jade cautiously.

“This isn’t just any facility,” said Sanguine, speaking up for the first time. “This is the Canterlot Region Information Relay base.”

At this, Jade sucked in a deep breath and rubbed the bridge of his muzzle with a forehoof. ManeFrame, puzzled as to his sudden change of mood, searched through her database for the mentioned facility. To her surprise, only a short and vague entry showed up in her locations schema. There seemed to be more there, but when she tried to dig in deeper, a piercing electrical feedback shot through her mental processors. She shook her head to disperse the last of the backfeed, but a dull ache remained behind. Holding back a small moan of discomfort, she tried to focus her attentions.

“I don’t understand,” she said. “What’s different about this base?”

“It is impossibly well defended, being on the front doors of the Canterlot Correctional Facility,” said Jade, but when he continued there was a slightly haunting quality to his voice. “It’s also where all the Imperial prisoners are all sent to be… prepared before being shipped to Canterlot.”

He turned to Rarity with a frown. “Short of sending half the Resistance into it, it’s almost invincible.”

“A headlong rush, perhaps, Captain,” said Rarity. “We here at the agency prefer a much more covert strategy. There maybe another way into the base. However, have no doubt that the mission will still be very dangerous, even for you ManeFrame.”

“Why us, then? We aren’t used to your methods, and surely you have much more experienced ponies who can handle this task. Why don’t you send them?”

“Normally, Captain, we would do that. However, in order for us to gain access into the base, we need something which we have never managed to have before – a willing collaborator from the Empire,” Rarity turned to face ManeFrame. “We found a secret passage into the Imperial base, but we need you, ManeFrame, to open the deadlock on the entrance. Only a construct can open it.”

“But ManeFrame is not-” Jade cut himself off short.

“Jade, they know,” said ManeFrame.

“You mean…” Jade started.

“We always knew. Chief insisted that we make no mention of it until she had a chance to speak with Miss ManeFrame,” interrupted Sanguine. Jade let out a slow, shuddering exhale

“So… what now?” he asked slowly.

“Nothing is going to be different. ManeFrame, while her true identity is unofficial, is still technically a defector of the Empire. The first defector of the Empire,” said Rarity simply. “And this still remains a request, not a demand. We will send you to the Resistance at the first opportunity.”

“How do you know it will work? What if it doesn’t?” Rarity pursed her lips and gave him a thoughtful look.

“We are fairly certain the Imperial interface will lock-on to her construct-specific charms and recognize her as a construct personnel,” Bloodlust informed him, and pointed at the design on ManeFrame’s flank. “That’s what those are for.”

“Fairly certain?” asked Jade, flabbergasted. “Is that the best you can do?”

“It will work,” said Rarity.

“And how do you know that?” argued Jade, and he looked to each of the three ponies as they all remained silent. He released a sigh as he settled back in again. “Alright, if you say it works then it works.”

“Thank you, Captain,” said Rarity, smiling slightly.

“I still haven’t agreed, yet,” Jade crossed his forehooves as he leaned back, an impassive mask hiding his thoughts. “What happens if I refuse?”

“Nothing. Your allegiance is not to us, Captain Grayling, you don’t have to do anything. Nor do you, ManeFrame. It is your choices completely,” admitted Rarity, giving him a small nod. “You will both be sent to the Resistance as soon as we can spare the resources.”

“Well, then-” started Jade.

“And the lives of my agents, and what they fought to retrieve would be all for naught. Whatever secret weapon the Empire sought to unleash upon us would be deployed unhindered,” interrupted Rarity. Her eyes met Jade’s, compassion and determination swimming amidst her twin orbs. “I know it is unfair of me to ask you, after all you’ve gone through, but we are in desperate times. A single, precise blow can shatter everything we care about.”

The plead drew a soft sigh from the stallion. He looked unsure, and he glanced quickly at ManeFrame – so fast that she almost missed it – before focusing his attention on Rarity with furrowed brows. He had to draw in several shaky breaths before he could speak again.

“If ManeFrame goes, I’ll go,” he decided finally, his face caught between a grimace and some other unknown expression. ManeFrame couldn’t help but glance at Jade with some shock. He responded with a shrug and that ManeFrame liked to believe meant ‘We’ve gone this far together, why not’.

“I’m surprised, Captain, but I’ll definitely respect your decision.” Rarity turned towards ManeFrame with a kind gaze. “It’s your choice, ManeFrame.”

ManeFrame mentally sucked in a breath and had to look away from Rarity’s intense gaze momentarily. No pressure at all, ManeFrame, she thought to herself. Her eyes darted towards Jade one last time, who gave a nod. The words Rarity had told her before echoed in her mind.

The reason why so many ponies fight, and die, is not because they have been ordered to, or because they want conquest. It’s because they have something more to fight for, something that they consider far more important than themselves.

Fighting for something far more important than themselves…

In the end, there really wasn’t a second choice. She made eye contact with the alabaster mare in front of her, and she knew that Rarity knew before she had to utter a single word. Despite so, she uttered it, if more so for herself than for Rarity.

“I’ll do it.”

Author's Note

I like to think of excuses for why this chapter was so late, but to be honest this one was mostly my fault. It's holiday time for me though! I'm really hoping to get Arc I of this story to be finished as soon as possible. Lots of juicy plot twists headed your way in the near/distant future.

PS: Since there was a big hiatus while writing this chapter, please tell me if the writing is atrocious and unbearable. Helps me improve ~~and kills me every time~~.

Chapter 5 - Infiltration

ManeFrame jerked awake.

She scrambled upright, drawing glances from both Rarity and Bloodlust who were sitting beside her. She held a hoof to her chest as she tried to recall… the dream? Was that the right way to describe it? Or was it just some nonsensical error or malfunction in her system? She tried to recall the memory but already it was becoming vague and incomprehensible.

Something… purple… white, blue, pink, yellow, orange? Shapes… they were merging-no, No. They were separate entities- talking? Crying? Argh…why can’t I remember?

She tried to focus onto the details of what she had seen in her dormant state, but the images became no clearer. She scanned over her system logs to see if perhaps it had originated from there, though she knew deep inside that it was a futile effort. Even the little she had managed to grasp was fading from memory…

“Are you alright, ManeFrame?” came Rarity’s voice, pulling ManeFrame out of her thoughts. Unlike when she first saw her in the Agency, she was now dressed in a patterned tactical outfit. Every so often, the patterns would shift slightly to match the background. A small muzzle shaped breathing mask hung loosely around her neck, an assortment of tubes running from valves on its side. Her normally grandiose and lavish mane was now tied back into a bun, with two limp strands of her mane falling down the side of her face.

“Yeah, just had a… bad dream, I suppose?” said ManeFrame, though in truth the statement felt more for herself than for Rarity. She slumped back into the seat and internally checked the time and their estimated location. There wasn’t long until they reached their destination, so she had dismissed the option of going back to hibernation and instead began idly inspecting her surroundings.

They were within a Tactical All-Terrain Transporter, also known as the TATT – a special enchanted armoured vehicle that shielded itself from most conventional means of detection. Closer up, though, it was a lumbering land vehicle that could pass over any rocky formations and could drive at a near-vertical angle on land. From ManeFrame’s database, she knew that the Empire was not particularly keen on sending their patrols over land, mainly due to possible ambushes on the ground level.

This vehicle, it seemed, had somewhat validated that concern. It travelled at a consistent speed, and from what ManeFrame could tell it was armed to the teeth with missiles, machine guns, a cannon and other sorts of weaponry. The low rumbling of the transport felt like a subdued growl, threatening yet controlled. It tempted to lull her into a hypnotic state, but the lingering anxiety at the back of her mind kept her sharp and alert.

A light, barely visible shimmer was the only hint that another TATT was present, and ManeFrame could just slightly make out the ripple caused by the other TATT as she glanced out of a port view. There were roughly eleven ponies on this mission: Rarity, ManeFrame herself, Jade, Bloodlust, Sanguine, two other agents and two drivers for each of the rovers. The one she found herself in housed Rarity and Bloodlust and a unicorn agent called Languish.

The transporter was large enough to comfortably fit ten ponies (excluding the drivers) at any one time, though ManeFrame estimated up to ten more could likely fit into the interior. There were ten seats, as well as an entire assortment of electrical instruments lining the walls, mainly radio and communication controls as well as numerous gun controls. There were also hooks and hangers everywhere, some holding small arms weapons while others held utility items such as binoculars and ration packs.

The seats provided gave them a comfortable amount of space, and ManeFrame leaned back, closing her eyes again. She didn’t bring her saddlebags and left it at the Agency as well as her book and necklace. With her only possessions so far away, she wondered whether she would see them again, or that perhaps it was all just a big mistake.

She uttered a small sigh, and tried to drain the cocktail of nervousness and anxiousness stirring within her by moving her thoughts onto other matters. Eventually, her mind strayed to Jade, and she wondered what he was feeling. Fear? Excitement? Maybe even… revenge?

A small arrow shaped icon flashed in the corner of her eyes appeared, alerting ManeFrame that they were nearing their destination. She mustered her concentration as the vehicle began to slow down, until finally it rolled to a calm stop, uttering a low hiss of air.

“We’re at the rendezvous point, Chief,” spoke one of the drivers. Rarity gave a small word of thanks and stood up to address everyone inside.

“Are you all ready to go?” she asked, receiving a round of nods, including one from ManeFrame herself. She flicked a switch on the board of radio control panels, which turned on with a short burst of static. “This is Alpha, we have reached the safe line. Prepare to disembark hard and fast. Repeat- Prepare to disembark hard and fast. It’s shadow protocols from here on out until we regroup on target.”

“Copy that, alpha. This is beta, over,” came a voice from the other side, one which ManeFrame instantly recognized as Sanguine’s. The transmission stopped, and the only sounds from then on was the quiet static.

“Then on my count of three, we move out. Enforce radio silence thereafter. Three… two… one… go.” With that, Rarity flung open the door with a mighty shove of her magic. She leapt outside and into the tall frost grass, followed immediately by Bloodlust and Languish. After a second of hesitation, ManeFrame jumped out behind them.

Her mind was already plotting a map from what Rarity had shown her before her hooves even touched the ground. As soon as she was out, the door slammed shut after her, and the invisibility field enveloped it again as it drove off. Dashing through the tall grass, she soon came upon a small grove of trees. Through her scanners, she could barely make out the disturbances made by the three other ponies ahead of her. If not for her specifically looking, she would have never noticed them.

She slowed down as she approached the target Rarity had told her to regroup at. They were within a small grove of trees that was somewhat similar to the ones in the Everfree. Instead of crystalline leaves, though, they had glistering leaves half frozen with frost.

The atmosphere, gloomy as ever, felt tense to ManeFrame, as if there was an invisible layer in the air that bogged down everything around it with tension and anxiety. A small tingling reached through her metallic shell and seemed to permeate her very inner workings. During the days ManeFrame and Jade had spent in the Everfree, they had never travelled near Sundown, for obvious reasons. As the last vestiges of light started to fade to amber, she imagined it would look something like the small forest she traversed now.

Turning her head away from the view, she ran faster, pumping her mechanical hooves. When she finally reached the clearing they were instructed to meet at, she saw that she was one of the first ones there, with only Rarity and Bloodlust present. Soon, though, the rest began to arrive. They all took a few moments to catch their breath and orientate themselves.

“Alright everypony, are we all here?” said Rarity as she surveyed the group. Everypony except for ManeFrame and Jade was wearing a camouflaging outfit similar to Rarity. ManeFrame herself was wearing the cloak she had gifted her, with her hazel-coated disguise faintly shimmering beneath it. Jade had chosen to wear his original powered armour, though it was slimmed down and modified to be stealthier.

“Agents, check your munitions and weapons,” rumbled Sanguine, followed by him pulling out his own weapon, a silenced submachine gun, and inspecting it.

The other agents and Jade mostly had rifles and shotguns along with an assortment of coldsteel swords and EMP knives. Of course, ManeFrame herself chose to remain using her shotgun with the apple insignia, though she stocked up fully on rockets and various other explosives. The only one of them who didn’t have any visible weapons was Rarity, though she likely hid them beneath her camouflaged suit. ManeFrame moved towards Jade, but before she could talk Rarity approached the both of them.

“Our departure had been hasty, as there is only a short time when the Imperial base will be refreshing its troop instalments. As such, I haven’t had the time to properly introduce you two to my two other agents. Languish is our long-range specialist, a sniper if you will, and Starry is our stealth agent: cloaking, invisibility, espionage, you name it.” Rarity gestured to both of the two agents, and ManeFrame took careful note of them.

“Well, those should come in pretty handy,” said Jade as he checked over his weapons a final time.

“I should hope so, Captain,” Rarity responded wryly. She stood up and looked over the group one last time.

“Is everypony ready?” Rarity called out. A few sharp clicks of hooves hitting the ejector along with a number of ‘yeses’ replied back. “Good, we don’t have a lot of time, so we move out now.”

They all kept quiet as they neared the base. The light was steadily fading away, but instead of pure darkness, ManeFrame could see the spotlights from their target patrolling the sky in the distance. Though they couldn’t see anything above the tree line, ManeFrame could imagine the tall walls around the base standing imposingly against anypony that dared to intrude.

“This is the place,” said Rarity, standing over an unassuming patch of vegetation.

Bloodlust and Sanguine uncovered the foliage, revealing an old sewer maintenance point. The aged metal hatch was rusted and weathered with small blades of frost grass threatening to close in from around its edges. The door was hard to move at first, but several solid bucks to it weakened it enough to be opened. ManeFrame peered over the entrance, but all she saw was darkness. Luckily, her sensors assured her that it wasn’t deep.

“Well, this is it,” uttered Rarity. “There’s no turning back after this point onwards. Are you sure you want to do this, ManeFrame, Jade?”

ManeFrame glanced at Jade, who gave her a small nod, before turning back to Rarity. “We’re sure. Let’s go.”

Rarity obliged her with a tight smile and slowly descended into the hole. Sanguine was next to go, though he had pulled out his submachine gun, readying it as he followed Rarity. ManeFrame watched intensely as they both disappeared down under. Bloodlust stepped next to ManeFrame and placed a gentle hoof on her withers.

“Got a little pre-mission jitter?” she asked with a knowing smile.

“No,” ManeFrame said quickly, before slowly admitting, “Maybe just a little.”

“It’s going to be okay, everypony - and I suppose AI - gets them as well. I’ll be here to help you, and so will Chief and handsome over there,” said Bloodlust, giving ManeFrame a knowing little smirk.

“H-Handsome?” stuttered ManeFrame a little. She could feel the blush on her disguises’ face blossoming. Bloodlust rolled her eyes playfully.

“I’m talking about Captain Jade Grayling over there. You know, the one who enjoys being moody and edgy all the time,” said Bloodlust, with said stallion climbing into the ponyhole after the two other agents. “Now come on, we’ve got a schedule to keep. I wanna kick these Equalists’ flanks and be home by dinner.”

With that, Bloodlust herself descended into the pitch black. ManeFrame followed closely behind her, feeling more confident than before. When she was most of the way in, she closed the hatch above her, sealing them into the abyss as she lowered herself. She turned her in-built flashlights on, the twin beams piercing into the gloom around her. Similar rays of light appeared below her. Swallowing her apprehension, ManeFrame followed the others further down.

ManeFrame landed with an echoing thud.

“These sewers haven’t been in use since the last great war. Really, it’s a testament to pony engineering that it is still intact today,” commented Rarity as ManeFrame looked around. The air was dank and stank of mildew. Around her, there were small pieces of rubble, and occasionally there were parts of the wall that had caved in.

“Why haven’t the Empire sealed this place off? Or at least secure it better. It seems pretty detrimental to them,” Jade questioned curiously.

“During the last great war, the Equalists used these tunnels and passageways extensively, but when Equestria fell, there was little reason to practice espionage anymore. Over time even they must’ve forgotten about them.” The sewer itself was flooded, though fortunately it only went up to their knees and didn’t bother any of ManeFrame’s waterproof systems.

“Why not just send a lot of ponies through here? Storm the base?”

“A smaller team might go unnoticed, but not a large mass of ponies. Some sensors above ground will still detect the mass of ponies moving underneath.” The rest of the journey stayed relatively silent, with the agents constantly alert. When turning around a corner or crossing intersections, they came across large stenciled marks and letters labelling the sector of the drainage systems. ManeFrame dutifully made note of them whenever they happened upon one.

Once or twice, ManeFrame heard a small thud behind her, and her sensors called out that there was some sort of disturbance behind her. She ignored it, though, as she sensed one of the two new agents close the distance between them.

“So… are you really a machine? Like an AI?” asked the navy-coated pony ManeFrame remembered was named Starry. Her voice sounded a little giddy, almost reminding ManeFrame a little bit of Bloodlust, but more curious than playful.

“Uh… yeah? I suppose,” said ManeFrame, slightly taken aback by the mare’s forwardness.

“Don’t mind her. She gets a little… enthusiastic when she comes across new things,” said the other orange coloured mare, Languish. Since their time together, it was the first time she had spoken to ManeFrame. From her stoic nature, ManeFrame expected her voice to be gruff and stern, but instead she was rather soft-spoken, gentle in fact. “No offense included.”

“Are you two partners?” asked ManeFrame. Languish gave a small sigh.

“I guess you can say that,” she said. “Personally, I call it ‘undeserved punishment.’”

“She just says that,” chuckled Starry. Languish stuck her hoof to Starry’s chest, causing her to give an exaggerated sharp exhale of air. “Alright, maybe we’ll talk later, after the mission?”

ManeFrame smiled. “Sure.”

After the two mares drifted further away, ManeFrame was left to her own devices again. She was at the tail-end of the group, and the decaying sewers around her could only be studied so much. As her thoughts strayed to the reaches of her imagination, the sound from before returned. Her ears straightening, she looked behind her. There was nothing there, visually or otherwise.

ManeFrame dismissed it - her sensors were creating fake data or sensing some errors so she continued to ignore them. Then, she sensed the movement again along with sounds. She switched to her life form sensors, but it came up empty except for the occasional blimps that tended to rapidly appear and disappear. She dismissed it as being small, nonsensical information her sensors were feeding her.

There was a light shuffle that was barely audible to her right. Wondering whether her system was developing a glitch, ManeFrame broke the silence.

“Rarity, is there anything else down here? Maybe old patrol units or something?” asked ManeFrame. Rarity stopped in her movements and looked around with with narrowed eyes.

“Sanguine, Bloodlust, did you hear anything?” she asked.

“No, chief. It’s dead silent in here,” she replied, slightly puzzled. There was a small lull before Rarity spoke again.

“It’s nothing important, ManeFrame, probably just some wildlife. But we still shouldn’t linger here any longer than necessary.” Rarity turned her sight to the front again and moved at a slightly faster pace. It was obvious even to ManeFrame that she wasn’t being completely truthful, but even her meticulous programming wavered on whether she wanted to know what it was.

Lost in her thoughts, she almost didn’t notice the rest of the entourage had halted in front of her. She found herself face to face with the blackened skull of a long-dead pony, its soulless eyes peering back at her. Startled, she flinched back and barely held in a sharp yelp. Luckily, it seemed like none of them had noticed her reaction as they were busily looking ahead.

Beyond the skeleton slumped against the foot of the wall was a metal-forged gate, with a circular blast door dominating its centre. Another series of numbers was present, but instead of being written upon a wall, it was instead marked upon the banner of the gate. ManeFrame gave a quick scan of the structure, and let out a small gasp to find it just shy of two hundred years old. However, the skeleton, to her surprise, was at most a few years old.

“Looks like this is it,” said Bloodlust.

The blast door was not fully shut, and there was a considerable gap between the two plates of metal of the door. Sanguine stepped up, and with a low grunt slowly wrenched open the door with the assistance of Rarity’s magic. When it was opened fully, there lay a pentagonal passageway on the other side. The grey walls gave an impression that it was pure white once, but the colour had since deteriorated. The floor was made of numerous panels, and the passageway itself was dotted by dozens of flickering red lights. As they approached, though, a spark snapped across the ground, causing them all to flinch back. The electricity quickly filled the floor, as lethal as it was enthralling.

“Everypony, when we are crossing this area, you must breathe into your masks. The gas released is highly poisonous so doing otherwise will kill you,” Rarity stressed. A semi-circle of nods answered her.

A light, translucent pulse spread out from the device, and almost instantly the blinking lights along the walls faded to black. The arcs of electricity racing on the ground followed next, fizzing out one by one until none were left. A dark, blue mist began to fall and settle in the chamber beyond, ominously reaching out towards the group slowly.

Rarity motioned for everyone to follow her as she yanked up her mask to her muzzle, the tubes attached to it supplying her with oxygen. Cautiously at first, they advanced down the aisle until they came across a chasm that divided two parts of the corridor, a gap revealing a cavern around it. Rarity nodded to Languish and Starry, who both took out ropes and fixed it to the end of the break-off. They threw off the ends of the ropes, which landed a short distance down.

ManeFrame and Bloodlust, both having wings, gently glided down to the ground below while the others climbed down the attached ropes. When they reached the ground level, they moved forward through another corridor similar to the first, but this one was completely out of power and in a desolate state. The ground was littered with old, broken constructs and ancient armour, some accompanied by fascinating weaponry that ManeFrame had never seen before.

In a quiet voice, Rarity said, “We are now directly underneath the Base. Fortunately for us, their scanners are made to look up and around, not down.”

ManeFrame’s own scanners confirmed what Rarity said, and she was surprised to see a vast network of infrastructure for the base. Up ahead, they found a metal door, almost smothered behind a pile of rubble and rocks.

“This is it,” breathed Rarity. Together, they removed the build-up, until the door in its entirety was revealed to them. A set of still-illuminated lights were presented beside the hatch, and a small port that ManeFrame recognized, though it was obviously outdated.

Rarity turned to ManeFrame with an encouraging look. “Are you ready?”

“Yeah.” ManeFrame didn’t say anymore as she moved in front of the small panel, and a small, bronze coated arm extended from a small opening that appeared on her shoulder. Almost hesitantly, it moved over the receiver, before plugging itself in. For a second or so, ManeFrame received nothing but backfeed. Then, something clicked, and ManeFrame lurched upward as her eyes shone a bright purple, lines of code displaying within her synthetic pupils.

ACCESS POINT Z<<<<<<

INTERFACE CONFIRMED

DESIGNATION MANEFRAME RECOGNIZED

SYSTEMS INTERFACING… REROUTING PERMISSION TO ADMIN…

REROUTING TO CANTERLOT FACILITY VER-ERROR

YEAR 1276-2-11-~(ERROR) PERMISSIONS OUTDATED. VERIFYING DATABASE…

ManeFrame blinked, and for a brief second the glow disappeared from her eyes as she began to panic. The access to the door was utterly disconnected from the Imperial system and was still trying to recall its former commanders from an era long past. The programming, sensing its obsoleteness, was trying to contact the closest Imperial signals – the Canterlot Relay Base being the closest one. She considered it a stroke of luck already that the system had somehow recognized her as ManeFrame. Her mind racing for solutions, she dove into the code again.

DESIGNATION RE-ASSIGNING ADMIN: IMPERIAL MANEFRAME

ACCESS DENIED<<<<<<

Manual.Exceptions.Override

System.Override.Execution {Fatal Error, retry; 0, 0, 2, 1];

System.Compiler(“Access Override”);

CANCEL RELAY EFFORT?

YES

GATE.Controller(“Open);

System.Override.Execution {Success, verifying access-

INTRUDER ALERT<<<<<<

YOU ARE NOT AUTHORIZED TO ENTER THIS AREA

ACCESS DENIED

ManeFrame gasped as an agonizing migraine shot through her mind. She squeezed her eyes shut as she resisted the urge to cry out in pain.

“ManeFrame, what’s happening?” ManeFrame barely heard Rarity’s voice, but she was aware that there was an alarm going out all around her. The lights previously deactivated in the corridor began to glow again, and the agents formed a protective semicircle around them. However, she ignored it all, and used the last trick she had up her sleeves.

Her connector crackled as energy flowed through it violently.

System.Override.Execution(“MANUAL OVERLOAD”);

DANGER, ALL PERSONNEL EVACUATE<<<<<<

SAFETY PROTOCOLS – LOCKDOWN MODE ACTIVATED

SECURING NEAREST ADMIN-

ERROR: NONE FOUND<<<<

TRANSFERRING ADMIN PRIVILEGES – ELEVATING PERMISSION-

ManeFrame.System.Command = Admin Privileges;

Prompt(“Acquire Privileges”);

Operation Readout(“Success, Admin Privileges Secured”);

System.Execute(“Disable Security.exe” “GATE.Controller = open”);

DO YOU WISH TO DEACTIVATE SECURITY MEASURES?

Yes

ACCESS GRANTED

ManeFrame blacked out, her connector limply falling away from the sparking port and retracting itself back into her shoulder plates.

When ManeFrame ‘rebooted’, somepony was calling her name. It sounded desperate, in a way that she had never felt directed towards her before, yet it was so familiar that she felt she had to have experienced it before. She checked her internal timer, relieved to find that only seconds have passed. She slowly rose up, and was immediately embraced by none other than Rarity, shocking her into silence.

“Oh, thank Celestia you are alright, ManeFrame!” she exclaimed. Even the other agents looked slightly stunned. Quickly, she realized what she had done, and hastily moved away, clearing her throat lightly. Still, she graced ManeFrame with a smile. “I’m glad you are sound, darling. And… excellent job.”

“That was a close call, but hey, you did it,” said Jade with a small smile. ManeFrame smiled back, but cringed slightly on the inside. You have no idea…

“Starry, I want you to scan ahead,” said Rarity.

“On it, chief,” said agent replied sharply, taking out a small rectangular scanner and spearheading the group.

Past the opened gate, a series of small caverns greeted them. They found themselves moving at a slightly upward slope until a dead end greeted them. What was special about it, however, was that it was very obviously synthetic, and ManeFrame could definitely sense objects on the other side. She made a quick calculation, and confirmed her theory that they were directly under the base.

“Starry, is there anything on the other side?” asked Rarity, staring at the barrier in front of them.

“Enclosed space. No constructs or surveillance on the other side that I can detect,” she replied, holding her scanner against the wall. This was all the cue that Sanguine needed, and he rotated to give a mighty buck with his stompers. The thin wall gave in and was branded with a new hole. Several more bucks later, a sizable hole was made, big enough for them to comfortably fit through.

Emerging from the hole in the wall, they appeared inside a spartan basement of sorts, with crates and pallets piling up along its sides. The lights glowed dimly, casting jagged shadows upon the bare, concrete walls. The storage containers within the basement were simple, with a few markings on each, mostly containing raw iron and steel according to ManeFrame’s sensors.

“We’re in,” said Jade in wonderment, almost disbelief. “Where exactly are we?”

“One of the storage warehouses in the base, I presume.” Rarity summoned a small holopad.

“What are we going to do with any Imperial grunts we come across?”

“Hopefully, we avoid them all. Imperial Equalists have an obsession with schedules and checklists. Their soldiers follow these to the T. There will be almost no variations in their patrol routes,” assured Rarity. “All we need to make sure is to time our movements correctly.”

“There aren’t any guards here, curious.”

“They must not have seen any reason to guard this place,” said Rarity. “This area will be our fall-back point.”

They walked to the far end of the basement, and came upon a door. Starry walked forward and pulled out a small, hoof sized chip, jamming it into the access panel beside the door. The door hissed open and revealed a hallway with a flight of stairs at the end. Starry sneaked a glance from the doorway, and fired a small, silenced bolt at the corner of the hallway. A crackle of electricity later, the automated camera there fizzled to a stop.

“That should do it,” she said.

They ascended the concrete stairs, alert and wary of anything that may surprise them. A muffled and slightly feminine voice seemed to reverberate from above, sounding similar to a broadcast.

The muted and voice gradually became louder and more familiar. ManeFrame had to refrain herself from gasping when she finally recognized it. That voice… it’s the same as the one I heard when I was in the Imperial Behemoth!

“…in sameness there will be peace. Difference breeds conflict. Your current form is a prison. Conversion will be a release. Exceptionalism is not tolerated…” ManeFrame tried to block it all out, feeling herself becoming frustrated just like she had done so before. Out of the corner of her eyes, she saw Jade give a small shudder. Maybe the voice is getting to him as well.

They broached the surface, slowly peeking out from the slightly ajar door. Fortunately, there were dozens of metallic crates and containers between them and the open. The dark of the night helped, though ManeFrame doubted many of the Imperial sensors would be obstructed by darkness. The loudspeaker overhead rang loudly as they slowly sneaked out towards the edge of their cover.

“Compliance will be rewarded. Resistance will be punished. Submit yourself to the will of the Empire and become one with the Equalist.”

“Damn bastards, when I get my hooves on whoever wrote that propaganda,” Bloodlust muttered darkly. “Oh cra- we’ve got incoming.”

They quickly moved and hid behind the nearest containers as no less than a dozen constructs passed by, their headlights shining blindly onto their preprogrammed path. One of the constructs, though, was a type that ManeFrame had encountered physically for the first time. Fortunately, she soon realized it was well-documented in her database under the name HeavyIWC-six, or ‘Tankers’.

It had a similar build to normal grunts, but lacked wings and was much thicker around the barrel with batteries attached to its sides to accommodate for its explosive arsenal. Aside from its different design, its armour plating was striped with streaks of vibrant crimson lights along with a pair of eyes of the same hue that made it stand out in the dark of the night. Armed with a light machine gun and two heavy rocket launchers, ManeFrame’s system warned her not to stray into their sights.

They let the patrolling squad pass, and then waited for some time after, before they cautiously stood up and inspected their surroundings. They were on the edge of the base, with the tall, secure walls that ringed the base only a stone’s throw away. Their position was slightly elevated, giving a relatively unobstructed view of most of the base. Rarity pulled out her holopad and rotated it to peer through an eyepiece at the end of an elongated barrel. After squinting through it for a few seconds, she lowered it and addressed them all.

“We stick to the plan,” said Rarity. “Starry, keep watch here in case we need to make a quick escape through here again. Maintain radio contact.”

Starry, her previously cheerful nature replaced by a disciplined one, gave a sharp nod and went back to the way they came.

“Sanguine, Bloodlust and Languish, I need you three to go ahead and scout out the main facility. We will need as much information as possible..” The three agents complied silently as Rarity finally turned to Jade and ManeFrame. “As for us, we’re going to be talking to the prisoners, and hopefully get some useful information. Any questions?”

Both Jade and ManeFrame shook their heads.

“Good, let’s get going,” said Rarity, leading the way towards a large, grey concrete compound.

As they moved out, the broadcast behind blared again in its cold and chilling tone, indifferent to anything that existed in the plane of the living.

“Conformity will set you free. Accept your limitations, and happiness will follow. You are no better than your comrades. Join us, and we shall all become equal…”

“There must be dozens of ponies here,” remarked ManeFrame in a whisper as they quietly watched the compounds. Exiting the warehouse, they found themselves on a small, elevated slope above the area the compound rested within. Only a few lonely structures shared the area with the prisons, with a single large building that looked like a headquarter of sorts. Towers with giant, gleaming spotlights that swivelled every-so-often dotted the place.

“We’re going to have to go in and try to get some information from the prisoners,” said Rarity.

“Won’t we get caught?” ManeFrame looked at the prison compound with worry. Even from where they were, she could already spy a squad of patrolling Imperial constructs. Luckily, though, they were patrolling the far side, away from them.

“It will have to be a necessary risk that we take. Jade, do you want to come with us-”

“No. I’ll take the overwatch,” interrupted Jade quickly as he separated from the group, not making eye contact with any of them. Rarity looked at ManeFrame questioningly, but she could only shrug in response.

Slowly, using the occasional building as cover, they made their way down to the compound. The front entrance was completely sealed and shut off. With that route impassable, they circled the building until they came across a much lighter door. There, they found two constructs standing guard, each of them so motionless that they could’ve been easily mistaken as metallic statues.

Silently, Rarity sneaked towards the first construct, her camouflage suit on full activation, allowing her to almost blend in perfectly into the background. So quickly that even ManeFrame could’ve missed it, she whipped out something white from her suit and swung it into the head of the construct, and carried on into the next one. It blurred through them, almost seemingly phasing through both their bodies instead of actually making contact with their joints. There was no sound whatsoever as the two heads of the now-destroyed grunts tilted slightly before falling sideways towards the ground.

Almost daintily, she put whatever she had used away and gently caught both severed heads and placed them on the dirt. She gave a small smile at ManeFrame and slowly turned to the door. There was a port just like at the entrance underground. She motioned for ManeFrame to try and open it. She complied, though still a little awed by what she had just seen. After a quick override using her newly-gained privileges, the door opened.

Cautiously, they both crept inside. Immediately, it struck ManeFrame how simplistic everything was. It looked more akin to a repurposed storage silo than anything like a proper prison. There were only a few systems embedded within the place, one for the gates and one for security. As they sneaked towards the main prison areas, several times they spied automated turrets and defence systems watching over the prison cells.

When they finally found the prisoners, however, the conditions shocked ManeFrame. There was no way that this place was viable for keeping prisoners for any length of time.

Rows along rows of bunks were visible, each behind bars of steel and iron. The scent of sweat and blood wafted in the air, prompting ManeFrame to block out the smells. Rarity, though, didn’t seem to mind it the slightest. The sound of snoring filled the air, along with disturbing whimpers and small cries from some prisoners. ManeFrame tried to pinpoint their source, but she realized there was little she could do. Meanwhile, Rarity had reached one of the main security cameras, and attached a small chip to its side.

“Ok, we should be undetected for now. Those cameras would be seeing repeated footage, but we should still keep our voices down,” she whispered. “ManeFrame, can you open the prisons without outright destroying them?”

“Not from here, but if can find a way into their systems, I can gain control of the prisons.” ManeFrame looked around locked gates, noting their designated numbers and the occasional panel of pulsating lights.

A loud bang startled them both, and they saw a brown coloured stallion in his bare coat jump forward to their right, slamming himself against the bars loudly. His coat and mane were covered with mud and dirt, with scars and sealed cuts rampant on his body.

“How did you two managed to escape? I’ve never seen you before, who in Tartarus are you?” the stallion hissed. With a subdued glow around her horn, she magically clamped his mouth shut, causing him to attempt to lash out in panic.

“Agency,” Rarity said in a low voice. The soldier’s eyes widened significantly. “Don’t be so loud. We don’t want to alert the grunts or awaken your fellow ponies.”

Fortunately, when Rarity let go of him, he obliged and uttered quietly, “Are-… you’re the Agency? As in, the Agency?”

“There weren’t any other the last we checked,” said Rarity with a mirthless grin. It quickly disappeared, though, and she gestured to both herself and ManeFrame as she spoke again. “You may refer to me as Miss Rarity, and this is Sunset Radiance. Who might you be?”

“I suppose there’s no point in not telling you… Miss Rarity. My name’s Alpha Striker, Lieutenant Striker that is. Or it used to be. I was an officer at the siege of Neicolt,” he answered. ManeFrame was a little surprised at Rarity lying for her, but she realized it was necessary to make it clear to him that she was on their side.

“Neicolt? Do you know of a Captain Grayling? He was also one of the officers there,” asked Rarity. ManeFrame shifted closer as well to listen to him. The memories of the battle of Neicolt was still crystal clear within her archives.

“The name sounds familiar… but I can’t recall much. Most of us came from Captain Falcon’s battalion in the west divisions at Neicolt. The east divisions were supposed to relieve us, but they never came. One of them was captured with us. According to what he said they must’ve been overwhelmed by the bastards just like us,” said the Lieutenant. “Can you get us out of here? I’ve heard of the things the Agency have done for the resistance…”

“We will, that I can assure you,” Rarity told him. “But first, we came here because of something very important and crucial for the resistance cause.”

“Something special? In this hellhole?” he snorted, but it quickly devolved into a cough. “Alright, what do you need?”

“Is there any sort of master blueprint of this entire base?”

“Master copy, huh? You’re right in luck. There’s an office next to here that should have one. I took a glance at it when we were being escorted by it. Right there in the open. Guess they didn’t expect anypony to get in without being alerted to it,” said the Lieutenant Strike with a small chuckle. “You won’t be coming across too many guards, especially not right now.”

“Why’s that?” asked ManeFrame. The prisoner looked surprised to hear her speak, but answered it nonetheless.

“Every few days, most of the guards not assigned to the outer securities are called away to somewhere else, maybe to get upgraded, or even cleaned. Tartarus if I know why.”

“Interesting. At the very least, that makes our job much easier,” said Rarity, humming slightly. “One last thing. Besides the guards all going away, have you seen anything else extremely questionable?”

“Well… maybe,” he replied, brushing a hoof over his unkempt mane. “Some of the prisoners were once sent down to some basement in the inner part of the base for some reason. Only one of ‘em came back, and he’s been batshit crazy ever since. Keeps raving on about some giant beast the Empire’s cooking up. But… nopony believed him, so he doesn’t talk much anymore and just sits there all the time.”

The stallion gestured a hoof towards said pony, slumped in a cell further down the walkway, silently staring at the ground. He leaned in towards Rarity, lowering his voice even further.

“But… if you ask me, I think he might be onto something. A few times in the middle of the night, when the others are asleep, I can hear this low rumbling that he mentioned. It feels somewhat alive if you ask me.” He leaned back and gave her a meaningful look.

“Thank you, Lieutenant Strike. Your information is very helpful.” The stallion nodded back.

“As much as I hate asking for help… I hope you can find a way to get us out soon, and not get captured yourself.”

“So do I, Lieutenant.” Rarity’s eyes flicked to the others who were still sleeping. “When we see each other again, it will be in a better circumstance, I can promise you that.”

The stallion’s eyes lit up and he pressed himself close to the bars.

“Will there be a signal? Is there anything I should look out for?” he asked, almost pleadingly.

“You’ll know when it happens. In the meantime, quietly spread the message to the other prisoners as soon as possible, and make sure they are ready.” Rarity stood up and walked away with ManeFrame in tow, to the lone stallion at the far corner.

The radio attached to Rarity’s suit chirped out a burst of static, and eventually Sanguine’s voice came through.

“Chief, we’ve learnt all we can. Withdrawing from the location now,” he reported.

“Good. Jade is acting as overwatch south of the prison. Go and rendezvous with him. We’ll be there shortly,” said Rarity. She clicked the radio shut and looked around her, making sure she didn’t alert anyone. They continued on after that with slightly more haste. When they got to the cell of the lone prisoner, he was still in the same position as before, staring motionlessly at the floor.

“Hello?” said Rarity. After several more attempts at trying to get his attention, and confirming that he was indeed alive, she gave up. Before they left him, ManeFrame gave him one last glance, and thought that she saw his gaze move towards her ever-so-slightly. When she blinked, the small movement was gone and he was as still as ever before.

When they quietly exited the prison compound, they made a quick pit stop at the nearby office. It was just as the Lieutenant had told them, barely guarded and right there in the open. They sneaked past a patrolling squad and went inside, where they found a roll of paper-made blueprints.

“Why is it in paper?” asked ManeFrame as she quickly scanned its contents.

“Paper cannot be hacked,” said Rarity with a small smirk. “A shame that it doesn’t prevent carelessness.”

With what they came for secured, they went up the small hill. They found Jade exactly where they left him, along with the three other agents, all of whom looked in no worse condition than ManeFrame had seen them before.

“How did it go, chief?” asked Bloodlust, taking a small sip of water from her canteen.

“We have what we needed,” she said, unravelling the blueprint she and ManeFrame had taken. She pointed to the centre of the architectural map, at the large hexagonal shape there with the letters G.E.M printed beside it. “The Empire appears to have some sort of a weapon hidden here, in a central facility they call the GEM. It may even be the exact same weapon we came here for. We need to destroy it along with the plans. Judging from what a dear Lieutenant told us, it is right underneath the main building.”

“What should we do next?” asked ManeFrame.

“What we need to retrieve is locked inside that facility, I’m sure of it,” said Rarity, examining the stolen blueprint. “There doesn’t seem to be any ways in besides the front entrance.”

“What was it you said was your style? Subtlety?” Jade commented dryly. “This will utterly blow our cover and have the entire compound’s worth of constructs on us.”

“There can be a certain element of subtlety even in abrasiveness, Captain,” commented Rarity with a small smirk. “They will know we’re here, but on our terms, not theirs. But first, what’s the situation at the main Facility?”

“Well, by our count, there are at least half a battalion’s worth of grunts active there, along with an assortment of Imperial batteries and turrets. Patrols everywhere, with at least two tankers each. There are no access ports to the entrance. Everything is controlled from within,” said Sanguine. When he continued, he frowned a little. “There are very few constructs everywhere else. They are almost all concentrated in the main Facility, the GEM. It’s as if they’re there to guard something, because most of the batteries are aimed inwards.”

“Stars,” muttered Jade.

“So that’s where the constructs are going… and this confirms our fears that there is something within this base that is dangerous… even to the Equalists themselves.

“It’s time for our contingency plan, then,” said Rarity. “Take out the backup satchel charges.”

A pile of grey-bagged packages was produced. ManeFrame’s eyes widened when she scanned their contents. Each of them was filled with high-concentration and compact explosives, enough that it could level half of the base around them. A name came up in her database, Ignisitine, that identified the ingredients of the explosive – a rare and highly potent material.

“You need to place the backup satchel charges on these places. Prime the timer for exactly an hour.” She passed the map to them and pointed to several locations on it “ManeFrame, Jade and I will handle the rest.”

To ManeFrame’s surprise, it was Sanguine, the normally stoic stallion, who looked unsure this time.

“Are you sure about this, chief?”

“Very.”

ManeFrame placed the charge she had been given on the frame of the door, and after inspecting it was properly set, she primed the timer. They were currently within one of the many buildings, the room as spartan as any other that they have come across. There wasn’t a window of any sort, with the only source of illumination being the overhead lights. They were, however, right next to a giant industrial chamber that was in the process of making electronic chips.

ManeFrame figured that with so many on-site constructs, they needed to manufacture some of their own backup units in case shipments from their supplier didn’t come in a timely manner. Hence why Rarity had insisted this be one of the places they targeted.

She looked at the others, and noticed that they have all finished doing so as well. She looked into the bag that held the charges, and found none left within. Rarity came over and quickly came to the same conclusion.

“Looks like those were the last ones,” she said. She turned around just in time for the blast door behind them to open, revealing a squad of Imperial constructs. For a fraction of a second, none of them moved an inch. It felt a little surreal how quiet and anticlimactic their encounter was.

Out of the three of them, ManeFrame was the first to respond with her quick reflexes. She decided to forgo arming herself with her shotgun and instead slammed into the first construct with her. Before it could put up struggles, she downed it with a well-directed smash to its head. Jade had also pulled out his rifle, unloading half a magazine into the grunt closest to him. ManeFrame moved to assist him when she yelped as she was thrown across the room.

She quickly recovered and searched for her attacker. A Tanker construct stepped out in front of her, the barrels of its miniguns already spinning. ManeFrame readied her rockets but she realized they were a fraction too late. However, the construct took another step, before halting in its advance. Almost comically, the construct fell forward onto the ground, the light fading away from its crimson-red eyes and its striped veins.

Rarity stepped over it from behind and brushed away her fallen mane with a hoof. Two more destroyed grunts lay on the floor behind her. She was about to open her mouth and speak when a shrill alarm was blasted into the air. The whole base was lit up, with high-powered spotlights illuminating the very sky itself.

Not a second later, Sanguine’s voice came through the radio, sounding slightly winded. In the background there was a burst of gunfire.

“They found our way in, chief,” uttered Sanguine. He paused for a moment to catch his breath before he continued. “We met up with Starry, and then we were nearly intercepted by a squad of Equalist grunts. They know we’re here. There are going to be a lot more active patrols now.”

“Yes, we just happened across one,” replied Rarity. “Have the charges been set?”

“Yes, the timer has been primed.”

“Very well. It looks like we have to speed things up, and get reinforcements,” she said firmly, before turning to ManeFrame. “You said you can hack the systems and gain control of the prisons, right? Can you open all the prisons?”

“I’m sure I can, but it would take a while to hack through the securities,” replied ManeFrame hesitantly. “But it has to be done through the prison access control point.”

“We can make a distraction, buy you some time,” said another voice through the radio, this time belonging to Bloodlust. “We can’t guarantee it will last, though. You’ll have to make the best of it.”

“I’ll go with you,” said Jade. She gave Jade a grateful smile as Rarity spoke up.

“Good, then I think it’s time we all split up. When all is said and done, we’ll rendezvous at point Sanctum.” Sanguine and Bloodlust voiced their agreements and the radio cut off. Rarity levitated six gleaming, alabaster gemstones from a pouch on her suit, and they produced a small spark as they started to rotate in her magic. ManeFrame immediately recognized them as what Rarity used to destroy the two constructs at the prison compound. She couldn’t help but find herself mesmerized by the sight.

“Split up? Where are you going?” asked Jade.

“Some preparation for a little… surprise for our dear Imperial friends,” she responded as the gemstones snapped together to form a sword, a devious grin beginning to break out across her muzzle.

“It looks all clear.” Jade pressed forward and around the corner. ManeFrame made to follow but he quickly returned, pressing her against the wall with a hoof. They stayed there as the pitfalls of metallic hooves came closer and closer. Two Imperial grunts marched towards them, no sign that they had at all noticed anything amiss. Right as they were about to turn the corner and find them, they suddenly ceased all movements.

Almost a split second later, a thunderous blast detonated somewhere outside. The two grunts quickly turned around and galloped off into the opposite direction.

The ensuing shockwave passed them, and the alarms around them rang louder. Sighing in relief, they were slightly unprepared for the second explosion, this one even more intense than the first. Sporadic gunfire followed. The sounds were nerve-racking to ManeFrame, her processors trying to keep track of the source of each one, in case one came an Imperial grunt who came happened to come across them.

“Well, sounds like they’re busy,” muttered Jade as they turned the corner into the now-clear hallway. “And I hope they’re keeping the grunts busy as well.”

Ahead of them, they saw a steel set of doors, a single circular door held in place by a heavy metal cylinder positioned over the centre of the door. ManeFrame briefly scanned the structure, tracing the controls to the door to far, far away.

“This door’s deadlocked. Is this the only way through?” asked ManeFrame. Jade fiddled with the holopad for a second and nodded.

“Yeah, all of the other routes would take time that we don’t have,” he replied.

“Okay, give me a second,” said ManeFrame. She gestured for Jade to stand well away. Her rocket launchers extended from within her construct body, and a singular rocket was launched into the door. It was instantly demolished into a thousand little pieces of metal shards, some of which harmlessly bounced off of her construct body.

Jade inhaled sharply and glanced at ManeFrame as her launcher retracted into her body. “Let’s hope none of the Imperials heard that or notices it.”

“Well, it’s a bit too late to worry about that now -” ManeFrame stopped speaking as they stumbled into the next room. There on the ground were half-opened boxes full of mechanical parts, almost all of them bronze or bronze coated. However, that wasn’t what shocked her.

The components looked eerily familiar to the ones in ManeFrame’s specifications. Almost instinctively, she came closer, and found that even the style of the armour plating was near identical, though each had some form of tiny variations on the design. These were not isolated cases, and in the boxes all around them, she spied the same components, many exact replications of each other. Before she could document everything, Jade urgently tugged on her shoulders.

“Come on, ManeFrame. We need to get moving. We don’t have much time,” he urged. ManeFrame managed to tear her gaze away, but their afterimage remained even long after her eyes had moved on. Just what are those for?

She almost didn’t realize that Jade was dragging her away with them. It took a little while before she could stop thinking about the parts. They stayed silent throughout the rest of their trip to the control room. The radio strapped onto Jade’s armour uttered a small burst of static, breaking the repetition of the sound of alarms. Soon after, Rarity’s voice came through. ManeFrame locked onto the signal and listened in on the conversation.

“Jade, are you and ManeFrame proceeding unobstructed?”

“Yes, we’re almost there,” he replied. “We’re coming up on the control room now, according to the map.”

“Good. I’ll see you both soon. Good luck.” With that, the radio went silent.

“This should be a good place to put this down,” said Jade as he pulled out a ‘signal disrupter’ Rarity had given him, an egg-like object mounted onto a metallic prism.

He carefully placed it onto the ground and pressed one of the switches. Immediately, it’s bud-like frame opening up to reveal a small, light blue beacon. A wave of light blue washed over them as the device beeped three times before going silent. ManeFrame’s communications system went silent.

“Looks like it’s working,” said Jade. “Too bad it works both ways. We won’t be receiving any transmissions from Rarity or the others for a while.”

He looked like he was going to say more, but was interrupted when a soft, rhythmic clanging sound came from the door they came from, steadily becoming louder. ManeFrame and Jade shared a brief glance. A metallic masculine voice that rumbled later confirmed their fears.

“Intruders detected. Cease resistance and submit to the will of the Equalist Empire!”

ManeFrame rushed to the access panel and slammed down on the switch, shutting the door just as the Imperial constructs arrived. She proceeded to unsheathe her shotgun and expelled a scatter shot at the access panel, destroying it completely and sending sparks flying everywhere. The sounds on the other side of the door ceased, but then initiated again along with a bright molten spot on the blast door.

“Horseapples, they’re cutting through it,” swore Jade, reaching for his holstered rifle. “Quickly, find a way into that room.”

ManeFrame found the control panel and found a network access point with a small red beacon flashing on top of it. Once again, her small connector wire shot out from within the hatch on her right shoulder, striking the receiver. Like before, her eyes turned bright purple. This time, it barely took a second before she managed to gain access. She shook her head slightly just as the beacon turned green, and pushed the button on the panel. The blast door slid open to reveal a small control room beyond.

The chamber was breached with a loud clang, as the severed door fell to the ground and three grunts stepped through. Their arrival was punctuated by a massive spray of bullets from the Imperial grunts. Both ManeFrame and Jade were forced to duck into cover behind metal cabinets. The gunfire wavered briefly and Jade took the opportunity to dive out of cover and down the first two constructs in the doorway.

The first two constructs were downed, but the third had evade his Jade’s gunfire and flanked him. The grunt leapt onto him and slammed its forehooves into his chest with a horrendous snapping sound. ManeFrame could hear his gasp even through his helmet and he proceeded to violently wrestle with the Imperial construct. Another loud explosion rocked the ground, almost causing Jade to lose balance. He shouted to ManeFrame, “Go! I’ll hold them back!”

She only managed to peer back at him one last time before she jumped inside the control room. Sensing danger, the blast door automatically closed again, the sound of Jade’s rifle fire becoming muffled as it fully shut. Some part of her mind worried about Jade’s safety and wanted nothing more than to help him, but other parts reminded her of the priorities, keeping her focused on the task at hoof.

Half of the wall was covered in one-way glass, tilted at a downwards angle to oversee the courtyard below. Every so often, there would be an explosion in some obscure place on the ground, scrambling any constructs that were nearby. She searched through the numerous controls, her scanners checking each and every port before she found the one – the master override. The sound of an assault rifle firing accompanied ManeFrame as her connector made contact with the access point.

Almost instantly, ManeFrame felt it was different.

The sounds all faded away.

ManeFrame was surprised to see itself floating in a blue world, its sky made up of millions of rapid streams of data, interconnecting each other to form an enormous grid. She herself had an ethereal form, and she could command her limbs with a thought. She looked around, marvelling at the world she found herself in, before spying something in the distance.

Her consciousness swam deeper as tendrils and lines appeared, gently drifting around her. Her ghostly form manipulated the cybernetic strings she was seeing. There was a pattern, that she was sure off. The functionality and efficiency of the grid and lines had a sense of elegance and beauty all to itself. Despite of those who made it, she felt drawn to it. Her lingering hoof settled onto one of the tendrils, and she guided herself along.

A vague, almost inaudible voice whispered in the void. It took several moments of concentrating for ManeFrame to understand its meaning.

“Come on, ManeFrame, I hope you can hurry it up a bit in there!” The voice was faint, but ManeFrame easily identified it as Jade’s. ManeFrame stopped her idyllic wanderings and focused her attention, her friend being at stake. She flew forward until a giant three-dimensional object appeared before her. It was similar to what her database described as the pony brain, albeit much more grid-like and organized.

She looked at the design laid out before her. Hovering over one of the brightest points on the circuit-like pattern, she pressed one of her ethereal hooves against it. Her eyes lighting up, she felt that it was the headquarters controlling the prisons. With a flick of her hoof, the light dimmed and went out. She glided over to another point of light – this one being the doors of the main prison block.

Flick. Another one out. Click. Another one. A few automated defences were reprogrammed, some doors were deadlocked, and prisons opened. One after another, she manipulated the systems, either shorting out the power their or even turning some of them against the Imperial capturers. However, she dove deeper still, until she found a light in the very room she was in. There, she sensed two constructs attacking Jade. Reaching into it, she switched the light off. Soon, she felt her link with this ethereal world fall apart, becoming dimmer until eventually all she could see was darkness.

ManeFrame opened her eyes, and saw that she solid. Her environment felt real now, more substantial. All of her senses flooded back into her, filling up the data void that had been there only a moment ago. And ManeFrame rejoiced – even if just a little – at the feeling.

Still, though, it felt different than before, and ManeFrame couldn’t figure out why. Then, she realized that the broadcasts were no longer playing. A light shuffle to her right directed ManeFrame’s attention.

“You did it,” breathed Jade, leaning there against a wall near the entrance as he drew in ragged breaths. ManeFrame nodded hesitantly. The chaotic sounds outside had tripled in intensity, and ManeFrame could hear multiple shouts of ponies. A sort of calm settled over her, and she allowed her disguised self to give a little smile.

Without power, the side-exit opened willingly when ManeFrame pressed against it. When she stepped outside, her metallic hooves dug into the ground as she gazed upon the encampment. Everywhere, there were Resistance soldiers dressed in ragged clothing and armour escaping their prisons, attacking the Imperial grunts with whatever weapons and can find and salvage. A triumphant cheer echoed throughout the ponies as they took out their remaining captors. Even though more was sure to be on the way, the soldiers had regained a measure of their morale and confidence.

Jade stepped up next to her.

“Come on, they probably need our help,” he said, grasping his rifle and started to traverse down towards the newly formed battlefield.

“Yeah, let’s,” agreed ManeFrame as she readied herself and followed him. Somewhere a little distance away, a huge explosion echoed through the air. The multitude of Imperial alarms that were raised was drowned out by another resounding cheer.

The fight was on.

Author's Note

Surprise! I actually updated something in a timely fashion.

This whole 'mission' was supposed to be contained within one chapter, but I felt it could be better managed in two. It was also supposed to be under seven thousand words, but... well, you've seen how well that worked out. I've already done a decent bit in the next one, so hopefully you don't have to wait long until it's out.

Chapter 6 - Metal Husks

ManeFrame and Jade dove into cover as two rockets barraged the place they stood only a moment before. Lethal gunfire pummelled their cover, creating a line of bullet holes on the outside. A loud, metallic voice thundered from the Tanker that had attacked them.

“Cease your actions, Resistance scum. Earn your equality with the dead.” Another rocket slammed into the concrete block ManeFrame was hiding behind, sending it crashing to the ground. She looked over to her right side, where a small squad of newly freed resistance soldiers was taking shelter behind a storage container.

Look on the bright side, at least it’s not the same voice from the loudspeakers.

“Cease, resistance scum!” voiced another Tanker, suppressing them with machine gun fire. Gunfire was exchanged, though the majority came from the Imperial side. Most resistance soldiers were only armed with whatever weapons they could find and scavenge. Jade had already switched his rifle to full auto, expelling as many bullets as he could against the descending waves of grunts.

When he reloaded his spent magazine, a lucky shot bounced off the side of his helmet, but shattered the visor in the process. Jade cursed and pulled off his helmet, dropping it onto the ground as he scowled and fought to finish his reload.

Gunshots rang out from the opposite side of them, drawing the constructs’ attention away from them momentarily. ManeFrame sneaked a peek from her cover and saw Rarity entering the fray, flanked by her agents.

“Get in cover, everypony!” Sanguine thundered out. More out of instinct than obedience, the resistance soldiers ducked as they were told as the grunts and tankers opened up. From where ManeFrame was at, she could see the slightest shimmer forming around Rarity’s horn.

A flash of bright light was chased by a series of delayed explosions, blowing the constructs sky-high into the air. The remaining constructs, realizing that they were now at a disadvantage, quickly tried to pull out. However, Rarity’s agents didn’t give them a chance, bringing them down with quick and disciplined gunfire.

Rarity let the small glow around her horn die down before quickly approaching ManeFrame and Jade.

“Bloodlust, Sanguine, secure the perimeter.” Rarity then turned to ManeFrame with concern. “ManeFrame, are you okay?”

“Yeah, I’m fine, thanks,” responded ManeFrame. Rarity bobbed her head before glancing around them at the freed soldiers, most of whom were looking relieved to just be alive.

“You did it, ManeFrame. I knew you could,” Rarity smiled, though it quickly disappeared as she reevaluated their situation.

“Looks like we fought them off for now,” muttered Jade. ManeFrame silently agreed. It definitely didn’t look like they sent all of their constructs to fight. She turned to see the pony she and Rarity had spoken to before – Lieutenant Striker – running towards them. Despite his tired and weary features, he greeted them with an enormous grin.

“Miss Rarity and Miss Radiance! I can’t believe it, you’ve done the impossible and somehow freed us from this Tartarus-spawn!”

“Lieutenant Striker,” greeted Rarity. “We’re not out of this yet, Lieutenant. But, we’re working towards it.”

The Lieutenant turned slightly, noticing Jade for the first time. ManeFrame quickly remembered that Jade was a captain of the resistance, a fact that had since been buried at the back of her mind.

“Who is this?” asked Lieutenant Striker. He squinted at Jade’s armour and drew back with surprise. “That’s resistance issue! Modified, but it still bears the Equestrian insignia.”

“Captain Grayling, twenty-sixth Infantry Division of the New Equestrian Army,” said Jade. To ManeFrame’s shock, his tone had completely turned around, going from a normally quiet and complacent one to commanding and firm. It was a side of Jade that ManeFrame never knew, or thought to have existed. “And who might you be?”

Eyes widening, Striker glanced at the ranks on the shoulder band of the armour and immediately snapped a salute. “Lieutenant April Striker of the eighteenth Infantry Division, Captain sir!”

“I suppose this makes me your commanding officer,” mused Jade, though ManeFrame couldn’t help but sense some nervousness in his tone. “At ease, Lieutenant.”

“Yes, sir,” replied the Lieutenant stalwartly.

“In this current situation…while I am your superior, I will not take any direct control over your troops. It is a confusing situation as it is, and I would like that you stay as the commanding officer.”

“Sir?” asked Lieutenant Striker, slightly baffled. Even Rarity had raised an eyebrow at this. ManeFrame’s database told her it was extremely unorthodox for a superior officer to relinquish control without resigning from his position, and almost unheard of.

“Miss Rarity here’s words should be considered as important as mine, even though she is not part of the Equestrian army, her position as head of the Agency should bear some weight,” said Jade.

“Head of the Agency?” asked Lieutenant Striker with surprise and a little measure of shock. “I thought you were just one of the agents.”

“Not quite,” said Rarity wryly, giving a small curtsy to the Lieutenant.

“If you’re here… it must be important.” Lieutenant Striker stopped and gave a grimace. “What exactly are we up against? Do we really have any chance against it?”

“I can’t tell you anything, Lieutenant, because I don’t know. That’s what we’re here to find out.”

A grim silence fell between them. It was interrupted, however, when Bloodlust sprinted up next to Rarity.

“Lieutenant, this is one of my top agents, Bloodlust. Bloodlust, this is Lieutenant Striker, one of the ponies that we freed from the Imperial prisons,” introduced Rarity.

“Nice to meet you, Miss Bloodlust,” greeted Lieutenant Striker. “To be honest with you, I would kill for some good news right about now.”

“Well, what have you found, Bloodlust?” asked Rarity.

Bloodlust grinned.

The massive Imperial armoury opened up, letting in a flood of resistance soldiers.

“Come on!” Bloodlust called out with a big smile. “Get yourselves acquainted with these toys as quickly as possible. It’s time that we show the Equalists why it was a bad idea to mess with us!”

A cheer rang out within the armoury, followed by metallic clicks and clanging, with the soldiers arming themselves with brutal efficiency. Along the walls, they also found stacks of Resistance soldier barding, at least over hundred, if not more.

“Lieutenant, looks like this was where they kept our stuff!” called out a pony, re-equipping himself with resistance-branded armour.

Once everypony had collected everything they needed, all stepped out of the armoury except for Bloodlust. She turned to one of the flamethrowers mounted on a wall and hoisted it off into her hooves. Checking the fuel reserves, she switched it on, releasing a stream of highly flammable liquid before a spark of fire set it all aflame. She swaggered out, to the impressed and even awed looks of some of the resistance soldiers.

“Why aren’t they attacking us yet?” wondered Lieutenant Striker.

“Maybe they think we have more ponies than we truly have,” said Jade.

“Yes, I wonder how that could be,” said Rarity with a small smirk.

Almost on cue, dozens of ponies jumped as a TATT materialized right before their eyes, some instinctually clutching at their newly acquired rifles and aiming them. The lieutenant quickly waved for them to stand down, though, as he recognized the Agency’s insignia on its side. A second one appeared beside it.

“What… how?” asked ManeFrame.

“When our position was compromised, I ordered the Tactical All-Terrain Transports to move in as support. When I left before, it was to plant charges on the far side of the wall so these can come inside.”

“Not everypony can fit inside within your vehicles, Miss Rarity,” said the Lieutenant.

“No, and I don’t intend for everypony to. The fight is not yet over. We still have to make a stand against the remaining Imperial constructs and retrieve what we came here for,” stated Rarity, brushing locks of her hair away from her eyes as she peered at the two hulking vehicles. “Get the injured inside one of them, and those who can’t fit will need to spread out. We must secure a perimeter and set up defenses.”

“But we only number at fifty ponies,” spoke up one of the captured soldiers. “There must be hundreds of grunts here. We need to get the Resistance… or... or something! We can’t fight against that number!”

“No time. We have to make do with what we have,” said Rarity decisively. “We need to strike hard and fast, right now. The more time we wait is more time for the Imperial Equalists to recover and prepare for an attack. Lieutenant Striker, are your ponies good to go on?”

“We’ve been through a lot, Captain, Miss Rarity. We can do it,” said the Lieutenant, setting his face to stone with a determined glint within his eyes.

“Then we move out. Follow on my lead,” said Rarity.

A small army greeted them at the entrance of the GEM. Before the dust had even settled from their traipsing, everypony ducked sideways into cover. Gunfire and rocket mayhem poured down the centre of the path they had traversed. ManeFrame saw a lone pony too slow to react, caught in the middle of the barrage.

“Everypony, brace yourself!” Rarity called out as she nodded to Sanguine. Sanguine hollered something to the back of their ranks, though the words were lost with what came next.

A reverberating boom rang out as the flash of bright yellow and white nearly blinded them all. an explosion ripped through the back ranks of the constructs, sowing precious seconds of mayhem among them. The front blast doors of the large pentagonal building were torn from its foundations, flying away to land on a group of unfortunate constructs.

Elsewhere, a similar set of blasts echoed out, accompanied by shouts and intense gunfire. Ponies exchanged smiles as it signalled that Sergeant Blitz’s flanking had been successful. What nopony had expected, however, was a deep rumbling on the ground and what sounded like a loud, muffled groan.

“Push forward!” shouted Lieutenant Striker as he let loose a brief staccato of gunfire, refocusing those who had been distracted by the strange sound.

A boom behind them caused several ponies to flinch, though they quickly realized it was the TATT firing from a concealed position. Taking advantage of the constructs’ chaotic state, resistance soldiers took up defensive positions, showering the Imperial troops with a volley of bullets. Meanwhile, ManeFrame, Jade, Rarity and the agents led the charge directly into their midst.

Taking out her shotgun the bronze construct dived into the battle, galloping up to the nearest construct and greeting it with a face-full of pellets. She quickly came across a Tanker and fired again. While the other rifles and even rockets had a hard time penetrating its armour, the ammunition from the shotgun simply sheared through its front, leaving behind a smoking heap as it toppled onto the ground.

However, it was Rarity that took the limelight.

ManeFrame turned around, sensing a vast amount of magic being expelled. She stumbled a little when she saw Rarity slamming into a group of enemies head first, the sword she had seen her wield before out in the open. However, up close, ManeFrame was even more confused by how it worked. Her sensor identified thirteen distinct entities, yet magically it was as if it was whole, never separated.

The blade didn’t stay still for long, though, as Rarity quickly turned into a whirlwind of slashing destruction. Her movements were so fast, they blurred even to ManeFrame’s precise sensors, making her wonder if she was pony at all. The constructs around her were systematically taken apart, with parts and limbs flying in all directions as the blade sliced through them like nothing.

Even the suppressing fire behind them slowed temporarily, many of the soldiers simply gaping at the extraordinary display of magic, might and skill.

“Stars and gods above,” gasped Lieutenant Striker. “She-She’s Bladecasting! That’s impossible! The art’s been dead since before the Great War and the amount of magic required is… tremendous!”

Without any hesitation, ManeFrame leapt into the battle again while the soldiers were still thunderstruck by the display Rarity was putting on. Silently, ManeFrame felt as awed as them, documenting everything before her while combating the encroaching tide of grunts.

Her sword was made of thirteen pieces of gemstone, all pure diamonds, seemingly fused together through sheer magical power alone. The blade struck into a grunt, and seamlessly split up, bursting through its metallic back only to strike another construct, and another after that. Each separate gem was capable of operating by itself, and ManeFrame couldn’t comprehend how Rarity could micromanage each and every single one of them.

She refrained from yelping as a rocket slammed into the ground metres to her right. Rolling away – assisted by its knockback – she focused on her assailant. Two Tankers stood before her, their red eyes glaring at her as another barrage of rockets blasted off from their launchers. With help from her hoof thrusters, ManeFrame leapt up into the sky, gracefully flying over the ordinances and headed straight for the closest Tanker.

She slammed her forehooves into its head with enough force to topple it over. However, she quickly rolled away when the second construct nearly took her head off with almost point-blank machine gun fire. Aiming her shotgun, she blew a hole through the construct’s chest. A trio of gemstones whipped past her ears and punctured through the forehead of a Tanker that was trying to sneak up behind her.

The construct convulsed slightly before falling stiffly onto the ground. ManeFrame looked to Rarity to give her a small nod of thanks, but she was already gone. ManeFrame fired a quick succession of rockets towards a cluster of attacking Equalists while she located her next target. Luckily, the resistance soldiers had resumed fire, slowly pushing back the Imperials with their combined assault.

She ducked, though, when she heard the sound of Imperial gliders. Two of them came into view, each dropping two capsules full of ready-to-deploy Imperial grunts. She fired a trio of rockets at one, watching in satisfaction as they hit their mark. The glider lost control and spiralled down into a cluster of grunts.

A Tanker crawled out of the crushed pile of metal, it’s armour dented and crushed in multiple places. Half of the metal plating on its face was gone, revealing a mess of sputtering wires and sparking electronics. ManeFrame ran forward and lopped off its head before it could do so much as twitch in her direction. She felt the metal crumple beneath her hoof as it caved in to the sheer force of her buck.

There was silence in ManeFrame’s mind as she saw the shattering of mechanical parts fly through the air in front of her. Ponies were finishing off the last of the attacking constructs. ManeFrame stared at her hooves intensely, ignoring everything else even as the other glider crashed into a building behind her.

What am I becoming? I had destroyed it so easily, like second nature.

She knelt down on the ground, gently brushing her hoof across the chest piece of the tanker she had just destroyed. Its eyes were dead and cold.

“Who am I?” ManeFrame whispered.

Her warnings blared suddenly, to a different tune that she hadn’t heard before. Looking up in confusion, she saw white trails of shells soaring towards them.

The ground next to her proceeded to disappear into a shower of dirt and shrapnel. ManeFrame yelped and tried to rise up in the air, but a flak shell that detonated close to her hurled her into a newly-formed crater along with another soldier.

The landscape around them was quickly shelled, catching the ponies by surprise and even catching the Empire’s own constructs in the crossfire. A malfunction had appeared in ManeFrame’s auditory sensors, generating a ringing noise that replaced all other noise.

Suddenly feeling extremely disoriented, she found herself watching as the ponies still in the open dived for cover. Everything looked as if they were in slow motion, from the explosion of dirt and dust on the ground to the steady muzzle flashes of a tripod machine gun. Slowly, though, her hearing returned to her, just in time to hear Sanguine.

“We have incoming artillery and mortar fire from the walls!” he shouted. “Somepony get up there and disable them!”

Being so low to the ground, she was suddenly aware of the ponies around her. It was so easy to forget how vulnerable ponies were, but the screams and cries all around her suddenly hit home.

She looked to her left to see the soldier who had been thrown in the crater with her. She flinched, however, when she realized that the loudest wails were coming from her. The mare was crying and whimpering beside her, her hooves clutched tightly around her head as she contorted in pain. The most horrifying part, however, was the pony’s hind hooves. They were just… gone, with bloody tatters of her barding hanging off the end. ManeFrame crawled over her form, running a shaky hoof over the mare’s mane in an attempt to console her.

What do I do-what do I do-what do I do?!

“Medic!” she screamed aloud, hoping that somepony. Her prayers were answered when the form of Bloodlust slid down into the crater next to her.

“…Bloodlust?” she managed.

“Yeah, part-time field medic,” said mare answered, trying to smile but instead grimaced when she saw the pony on the ground. “Crap, this isn’t good. I can’t do much for her”

“But you have to!” urged ManeFrame. Bloodlust just shook her head apologetically as she finished tying a bandage around the end of the hooves. She then stuck a needle and bag full of plasma she procured from her pouches into the mare’s hoof.

“I’m sorry, I’ve done the best I can. There are too many injured.” Taking a quick look to make sure no shells landed too close to where they were, Bloodlust crawled out towards where the next cry of ‘Medic’ came from.

ManeFrame scoured her records for any medical information for this kind of injury. This wasn’t anything like the wound she had treated for Jade. However, one word came up in her hasty inquiry: cauterization. Reading through it time and time again, ManeFrame looked to the mare with sorrow. The pony didn’t even see ManeFrame, having screwed her eyes shut.

“I’m sorry. This is going to hurt a lot,” said ManeFrame as she raised a hoof-thruster to the wounds. She knew that time was of the essence, but she had to take a split second to mentally prepare what was going to happen next.

She turned on the hoof thruster, searing the wound shut with the fire as she tightly held down the thrashing mare below her. Her piercing scream was loud enough to be heard over the cacophony of shells impacting the ground.

After an agonizing stretch of time, the opening was sealed up, and ManeFrame finally deactivated her thruster. The mare had gone unconscious, for which ManeFrame was eternally grateful. In the meantime, another shout went out to rally the soldiers that had survived the bombardment.

“Everypony get inside the building!”

ManeFrame grunted, lifting the unconscious soldier and carrying her across her back. She crawled out of the crater with the mare in toll, to the wide-eyed shock of staring soldiers. The distinct boom of artilleries, though, quickly convinced them to keep moving.

Upon entering the door, they were greeted by a set of automated turrets and several constructs. Those were quickly taken care of by Rarity, most never even given the chance to fire their guns. The ground was littered with rubble and broken pieces of concrete from the initial explosion. A set of what used to be metal doors lay at the end of the room, but it had since been punctured through by the blast.

Silently, Lieutenant Striker ordered a quartet of his troops to move ahead and secure the room beyond. After a moment, a shout came through.

“It’s clear, sir, but you should come and see this!”

One by one, they moved past the entrance and into a large foyer shrouded in darkness. ManeFrame switched to her night vision as the others activated their flashlights. A thin mist fell between them; the temperature was approaching freezing.

Within the foyer, there were high pillars covered in wires, some of them glowing a translucent blue, reaching into the ceiling above. All of them crept up into the centre of the hall’s ceiling, where two disks lay on top of each other, slowly spinning in different directions to each other.

ManeFrame recognized it as a relay communication device of some sort. ManeFrame heard a tiny creak of metal and spun around. She saw nothing. When gave a cursory scan, but she didn’t find anything hostile within the hall. This is suspicious…

“I don’t like this. It’s too quiet,” muttered Bloodlust, her ears twitching, echoing ManeFrame’s opinion.

When they kept walking, they came across where the scouting group was at.

“It’s in here, sir,” said the lead mare.

“Alright. Keep watch here, Silver,” said the Lieutenant as they walked within. Silver answered him with a sharp salute and began her watch.

Inside, they found a laboratory. There were pods, over a dozen of them. Within, there were constructs, but instead of the uniformed designs they were used to, these were twisted, as if their metallic shell had mutated and was given free rein to grow. They were kept within a milky-blue substance, with a multitude of wires attached to sockets on their back. A small constant beeping played in the background from the consoles lining the room.

“What in Tartarus is this place…”

Next to the pods were several terminals, though the texts on the screens were filled with strange symbols that ManeFrame didn’t recognize. There was one syntax that did catch her attention, though.

“Veteres Magicae… wonder what could mean,” ManeFrame mumbled to herself.

A short distance from ManeFrame, Jade slowly walked over to a pod, looking at it with trepidation. Subtly so that he didn’t notice, ManeFrame carefully observed his reaction. Slowly, as if slightly hypnotized, he placed a hoof on the glassy surface before suddenly jerking it back. A small wispy green smoke green smoke appeared from his hoof where he made contact. He looked around, quickly hiding it, but not before ManeFrame got a good look.

“Captain Grayling?” asked Lieutenant Striker, walking over next to him. “Are you alright, sir?”

“I’m fine. Just a little… disturbed of this place,” said Jade carefully, dismissing Striker’s concern. However, ManeFrame could still detect the small hesitation in his movements, along with a small shudder whenever he glanced at the pod.

A scream erupted from outside.

Everypony snapped around just as the mare’s screaming was abruptly silenced. The first ponies who reached the exit of the room first scrambled back within.

The air seemed to warp around itself, before a flash of emerald revealed black-painted metal. Soon, there was a giant scorpion-like machine easily three pony-lengths long dropped ground, and where a stinger would be, a bizarre machine gun took its place. It also had a pair of enormous pincers, with deadly sharp spikes attached and a small barrel within the two claws.

Rarity stepped out in front of them, and heaved the Scorpion construct with her telekinesis before throwing it back. With a small unladylike grunt, she held it in place with her magic.

“Everypony, get out of the laboratory!” Rarity exclaimed. The ponies within the lab quickly complied, arming themselves as they stepped out into the foyer once again.

The construct’s jaws snapped angrily at them, letting loose an ear splitting screech. Shortly afterwards, Rarity’s hold on it dissipated and it freely crawled around, snarling at them with malcontent. The disk atop the stinger-gun started to spin, and ManeFrame sensed a large amount of energy being gathered within it. It started with a low hum, though quickly increasing in pitch.

“Cover!” cried Jade from somewhere within the chaos, and everypony around ManeFrame instinctively flattened themselves on the ground. Thick, red lasers burst from the tip of its gun as it angrily scuttered forward, looking for its target. An unlucky pony in leather barding was caught within its sight. He barely had the time to scream as a head-sized hole was melted through his chest.

“Imperial magicks!” shouted Sanguine, ducking behind a pillar to avoid the searing laser. “It must’ve hid from our sensors!!”

“No…” muttered Jade with wide eyes. “That’s impossible…”

“Grunts, ten o’clock!” shouted one of the watchponies. ManeFrame spied from their far flank that two dozen grunts had come up upon them. “Where did they all come from?!”

“Don’t let them rout us!” commanded the Lieutenant, gesturing to those further away with a flourish of his hooves. “We need to split up!”

ManeFrame was already off, readying her pump-action shotgun. She smashed through the first two grunts she came across, but a screech from the scorpion construct drew her attention. It burst into their midst, as if trying to absorb bullets for the lighter constructs. It’s pincer guns roared, downing two ponies who didn’t dodge out of the way quick enough. After a moment more, it tore away, preparing to attack another part of the group.

ManeFrame left the weaker constructs to the others and instead focused on the scorpion. She found it besieging a trio of cornered soldiers. She fired a salvo of her shotgun, softening up the coldsteel plates at the back of the scorpion.

When the construct turned around, it was greeted by two fiery ordinances from ManeFrame’s in-built rocket launchers. Both hit critical joints and one managed to tear off a leg. The scorpion shot a series of lasers from its tail-gun as it covered its retreat. ManeFrame re-aimed, but the construct had taken to climbing erratically over the pillars and walls.

A small squad came up on the opposite side of ManeFrame. The four ponies galloped to the scorpion’s flank, blasting its hind side with their guns. Parts of the construct and another leg was blown off by their volley. The scorpion turned sharply, chasing after the ponies as it dropped to the ground again. ManeFrame couldn’t aim her rockets at it unless she risked hitting the ponies.

It latched onto one of the unfortunate ponies that were too slow and sheared the stallion in half with its pincer. The rest quickly retreated to cover when a ray of laser cut through between them. Twin guns were unveiled themselves on the scorpion’s back blasting into the group of ponies, killing two of the remaining ponies and knocking the third onto the ground.

ManeFrame gritted her teeth, spreading her wings and flying towards the construct with her hooves outstretched. She yelled angrily, smashing her hoof blades repeatedly into the back of the scorpion, piercing electronics and wiring where she could find them. However, it wasn’t long before she lost her grip and was shaken off.

It was then that she caught sight of the sole survivor of the squad stirred. He crawled forward to where the dropped rocket launcher lay, body bleeding from multiple locations. With a muffled groan, he reached the launcher and managed to hoist up on his shoulder. ManeFrame had enough of a presence of mind to dive out of the way as the pony released the explosive payload.

The construct temporarily stopped and tried to do the same, twisting its body sideways to avoid the rocket. However, it was not fast enough for its hanging tail to avoid the rocket.

It burst through the side of the scorpion’s tail, detaching the gun at the end of the limb. Viscous, green fluid poured out of the severed body part, splattering everywhere from the wound. ManeFrame, while trying to manoeuvre around the injured construct, gave another cursory scan of the scorpion’s tail-gun. To her surprise, it was still working according to her sensors.

The scorpion screeched and swept forward, flinging the pony who shot it away with its powerful body. It scuttled forward, turning its attention back to ManeFrame. The construct leapt forward, tackling her to the ground. She struggled against its weight and force as the construct’s giant, snapping pincers threatened to tear her head off. ManeFrame heard a shimmer of magic and saw the construct slowly moving away from her, until it was completely lifted off of her.

As it was lifted away, it revealed Rarity standing behind, sweaty and slightly out of breath, straining with her magic. Once the struggling machine was far enough, she dropped it, the effort too much to sustain indefinitely.

ManeFrame nodded her thanks and dashed to where the scorpion’s detached laser machine gun was resting. She dove beneath a swipe by one of the construct’s pincers, grabbing the fallen gun at the same time. When she was some distance away, she turned around and heaved the weapon towards the scorpion construct. It scuttled forward with rage, its pincers firing two shots that decimated the wall to either side of ManeFrame. Another shot scorched the ground next to her hooves.

Still, ManeFrame waited for the construct to come closer. Finally, her combat HUD had determined the scorpion construct had reached optimal range, and she fired the laser directly into the head of the construct.

It let loose a high-pitched whine before discharging its violent, crimson beam of light. It seared through the front of the construct’s head with ease, continuing deep into its chest. The stream of red laser sputtered, emitting a few more shots before going cutting off completely. The job was already done, however. Molten slag dripped down the newly formed hole as ManeFrame stepped around it. The construct’s head was nothing but a gaping, molten hole of metal.

She threw the empty weapon onto the ground and inspected their surroundings. It was truly a scene of destruction. Pillars had collapsed or had been sliced in half. Most of the floor was cracked or scorched, and parts of the walls looked ready to crumble at any time. There was a crisscross of heat marks everywhere. With a sigh, ManeFrame dragged herself behind a half-ruined pillar and rested, trying to calm her synthetic heart. She felt something dissolve from her form, and immediately a feeling of relief rushed through her.

“I… I think that’s it,” said Jade from elsewhere, breathlessly limping towards Rarity. The soldiers came out of hiding, a few cautiously inspecting the construct that had almost taken all of them. One of the other soldiers came to check on ManeFrame but upon seeing her, he froze immediately. For a long time, he didn’t do anything besides hanging open his draw with an expression of fear on his face.

“C-CONSTRUCT!” cried one of the resistance soldiers that had caught up, shakily fumbling with his weapon to aim at her. She stared at him in confusion until she looked down at herself. Her eyes widened when she realized that the disguise enchantment had been worn away, revealing her metallic, bronze exterior. When Lieutenant Striker caught up with them, he quickly brought up his weapon to bear against her.

Jade, seeing what he was about to do, jumped onto him and proceeded to slam a hoof into his face. Striker’s cry of alarm seemed to trigger chaos. Two soldiers jumped onto Jade to restrain him, while the others either trained their weapon towards ManeFrame or were scrambling for their firearms.

“Have you lost your mind, Captain?!” the Lieutenant exclaimed as he stood up again. Jade was relinquished by the soldiers as they realized who they were holding.

“As Captain and superior officer, I command all of you to stand down! That is an order!” shouted Jade, raising his voice over the din. The soldiers looked at the Lieutenant and Jade, unsure of which one to listen. Lieutenant himself looked unsure, his rifle lowering from ManeFrame’s head before his grip tightened and he shook his own head.

“Are you crazy, sir?! We have to kill it!” a soldier exclaimed. “It’s a construct!”

“I will not follow your order! This is a construct, and we have a duty to protect Equestria from them all! I will kill it!” Lieutenant Striker raised his rifle and aimed down the iron sights, preparing to pull the trigger, only to find something cold and metallic poking at his back.

“You will not.”

He turned around, and to disbelief saw both Bloodlust and Sanguine aiming their respective rifle and submachine at him and another soldier holding ManeFrame at gunpoint.

A pony to the left of ManeFrame swerved his long rifle from her to Sanguine, before quickly switching to Bloodlust, and then back again. Several others did the same, but found the barrel of rifles pointed at their muzzle, courtesy of Starry and Languish. Starry herself was hoisting two other guns in her magic, each aimed at two other ponies.

“All of you, lower your weapons!” rumbled Sanguine.

“This is treason!” shouted one of the ponies who had stepped next to Jade, aiming his rifle

“The same could be said of you, bloody traitor!” shouted another, preparing to lunge at the pony before finding the end of a rifle pressed into his chest by a fellow resistance soldier. The entire situation devolved into a shouting match, as neither side was prepared to move a single inch, likely due to the fact that there was a gun pointed at them.

ManeFrame herself finally freed herself as the ponies previously targeting her had instead focused on their fellow ponies. She knew that she could use her thrusters to fly away, but she risked injuring them or worse, set off the extremely volatile situation.

“Why in Tartarus are we fighting each other?! We need to kill the Imperial!” cried a mare within the midst. Somewhere else, a brawl started to break out as two soldiers went hoof to hoof with each other.

“Halt!” ordered Striker, trying to maintain a sense of order, but his order went unheard in the chaos. A similar cry by Jade was similarly ignored as the two sides were formed, each hurling threats and insults at the other.

“We are on the same side! Shoot the damn construct!” There were more cries, each in increasing urgency, panic and confusion. Those who weren’t shouting was trapped in a staring match with the other side, tense and unmoving. The tension in the air had escalated to the point that ManeFrame felt she could choke on it all.

“What is the meaning of this?!”

“I said back off!”

Amidst it all, Lieutenant Striker’s anger had faded considerably, instead being replaced by worry. Swallowing thickly, he glanced at Rarity, who had been silent throughout the entire confrontation, her expression hidden behind her mane.

All around him was ponies holding each other at gunpoint, with angry faces snarling at each other. Meanwhile, ManeFrame wasn’t even trying to escape, instead trying to make herself appear as small as possible.

“Just kill it now!” Finally, Rarity had enough.

“ALL OF YOU, BE QUIET!” shouted Rarity as she wreathed everypony’s weapons in magic and wrenched it from their hooves and orbited it out of their reach. Stunned into silence, everypony could only watch as Rarity offered a hoof and pulled ManeFrame from the ground.

“Stand down,” she said, her quiet voice magnified by the sudden silence. “She’s on our side. Lower your weapons.”

“But it’s a bloody construct-” shouted a soldier with hazel-brown coat. On the other side of the group, a soldier tried to pick up a rifle but said firearm was encased in a blue aura again and slammed directly into his muzzle, causing him to cry out in surprise and pain.

“She has a name!” shouted Rarity, once again managing to shock everypony. “And her name, is ManeFrame.”

She stood up and looked over all of them with a stern glare.

“We are not going to attack, injure or kill any of our allies today. Is that clear?”

A set of grim nods answered her.

When the group of ponies sent out to secure the compound came by them, they saw a sorry looking group of soldiers and agents, sitting by. The scene utterly baffled them, as the group looked much worse than when they had left them just moments before.

“Lieutenant, what’s going on- Construct!” exclaimed Sergeant Blitz upon sighting ManeFrame.

“Weapons down, Sergeant Blitz,” sighed Lieutenant Striker, pulling down the tip of the gun with his own hooves.

“Sir?” asked the sergeant, though he complied nonetheless. Striker looked behind him to see the other ponies in the group were doing the same.

“Tell your ponies to stand down as well.”

“What’s going on, Sir? Why aren’t we shooting the construct?” asked Blitz. Lieutenant Striker turned around to flick his head towards Rarity.

“Join the club, we’re all waiting on Miss Rarity here to give us an explanation,” he muttered, then eyed the agents and Jade. “Well, most of us anyways.”

He sat down heavily on a small pile of rubble. He pulled out a canteen and uncorked it, before taking a long swig from it. With the adrenaline slowly giving way, exhaustion and fatigue were starting to take over. Many sat down next to him or leant on their weapons as they waited for Rarity to speak.

“She is who you previously knew as Sunset Radiance, but her real name, is ManeFrame.” Rarity stopped to gauge their reactions. A few had looked quite surprised, though most had already figured it out considering said ‘pony’s complete absence from their midst.

“She, and yes, I mean she, is a special designation commander construct designed by the Equalist Empire. A completely independent Artificial Intelligence that is far more advanced than the constructs the Empire manufacture in droves.” Rarity took a deep breath before continuing on. “At the battle of the Neicolt, she had chosen to defect from the Empire, destroying several Imperial Behemoth and saving a certain Captain Jade Grayling in the process.”

ManeFrame was rather surprised at how much Rarity knew, though she supposed it was only appropriate, being in charge of a spy network and all.

“Is this true, captain?” asked Lieutenant Striker.

“I’m surprised you still trust me enough to ask me, but… it’s true,” replied Jade.

“How’d you know she’s not a spy herself!” exclaimed somepony.

“For buck’s sakes! Without her, we wouldn’t be here at all! You’ll all still be trapped in cages, ready to be shipped out to old Canterlot for whatever sick experiments they have cooked up there,” snapped Bloodlust. The statement silenced the ponies present, and those who were already opening their mouth in objection snapped them shut in an audible click.

Bloodlust looked righteously angered and started to say more, but Rarity held a hoof, stopping her. Instead, she stepped up to Lieutenant Striker, staring him in the eye.

“Lieutenant, I know that I’m asking a lot of you, but we are out of options right now,” said Rarity. “So please, trust my judgement as the head of the Agency. We’ve never done wrong by New Equestria, and we’re not about to start now.”

“I guess you have a point,” sighed the Lieutenant. “Regardless, there’s no point for conflict between us. We have more important things to mind right now.”

He turned to Sergeant Blitz. “Did you find anything, Sergeant?”

“Yes, sir. We found a room filled with terminals and data-stacks. There were two constructs there, but we took care of them pretty quickly,” he answered.

“That must be where their local data banks are at,” said Rarity. “Let’s not waste any more time. Bloodlust, Languish, wait here. Sanguine, Starry and ManeFrame, come with me.”

“Yes, chief,” responded the other agents while ManeFrame simply nodded. She turned to follow them, but was stopped when a shout came from behind her. She motioned for Rarity to wait for a little while.

“Hey, wait up!” ManeFrame saw a stallion with a short cropped brown mane and green coat run up to her, slightly breathless. “It’s… ManeFrame, right?”

ManeFrame nodded, albeit somewhat hesitant.

“Listen, the mare you saved before… Her name was Stella. I just want to say…” The stallion trembled, and ManeFrame thought he was suffering from the cold until she spotted the rivets of tears running down his face. “I just want to say… thank you. Thank you so much. You saved my sister’s life. I don’t care if you are a pony o-or a construct, if there is anything I can ever do to repay you-”

ManeFrame silenced him with an embrace. When she leaned back, his expression was utterly stunned. ManeFrame gave him a smile.

“Your thanks are enough for me.” She paused. “What’s your name?”

“It’s Lance. Lance Bloom.”

“It appears they might be trying to wipe the database,” mused Rarity, inspecting the two constructs slumped against the floor next to the entrance, their armour riddled with bullet holes. These remains were no doubt left behind by Sergeant Blitz’s squad. ManeFrame’s database identified them as Data-Crawler constructs. They had a light blue shell, armed with only a light submachine gun. It was obvious to anypony that they were not built for frontline combat, and more for archiving and organization purposes.

ManeFrame felt a small ping of sympathy for them. They didn’t actively kill anypony, and only wanted to organize information and data. She dismissed the idea when she remembered that this was the same information that likely contained the designs for weapons to massacre ponies.

“Starry, get the data downloaded as soon as possible,” said Rarity as they entered the chamber beyond.

“Yes, chief,” she replied.

When ManeFrame followed them in from behind, she let out a small gasp. At first, the whole chamber felt like a sun if ManeFrame’s sensor was the pony equivalent of eyes. There was so much energy and information circulating within. When she had somewhat adjusted, still dazed by the overwhelming data picked up by her sensors, she saw that the room was flowing with vein-like wires, each translucent and steadily pulsing a light blue. Most of these wires fed into crystalline spires that lowered from the ceiling, glittering brightly with unseen data and information.

“This is amazing,” breathed ManeFrame. She could feel the pulse of information flowing through the intricate patterns that crawled across the walls. Rarity turned to her with a raised eyebrow.

“What do you mean? Terminals and data records?” Rarity asked, puzzled over ManeFrame’s excitement.

“No… I mean, just all of this! The spell matrix in the middle of the room… it’s unlike any information system I’ve seen before!” She paused and gestured to the main crystalline structure in the room, one that was shaped like a concave arch and was almost three-ponylengths wide. “See, look at that! It… it almost feels like it’s alive! It’s like a living fountain of energy and signals!”

“I… can’t see it, ManeFrame,” said Rarity hesitantly after squinting carefully at where ManeFrame was pointing at, causing ManeFrame to gawk at her.

“W-What? You have to see it! It’s right… there…” she trailed off, finding herself once again mesmerized by the flowing patterns around her.

“I can’t see anything you just mentioned, ManeFrame,” said Rarity with a small, delicate frown. She looked to Starry, who had been silently watching the both of them. She had a curious expression about her, but she shook her head when Rarity turned to her questioningly. “I don’t think Starry can see it either.”

“But…”

“Maybe it’s something only constructs can see?” suggested Starry. ManeFrame considered it for a while, before bobbing her head.

“Must be…” she muttered, peering at the wonder around her. Now that both Rarity and Starry said they couldn’t see it, ManeFrame had a sudden feeling that she was trespassing. That she was seeing something not meant for her eyes.

It reminded her of the time she had been merged into the Imperial systems, but this felt a whole lot different from that senseless ethereal world. It felt as if the two worlds – ethereal and reality – had merged together, confined only to this room. A little disheartened that she couldn’t share her discovery, she turned back to one of the mundane terminals present.

Right, we still have a mission to do. Now’s not the time to get carried away, ManeFrame reprimanded herself. The other two mares in the chamber gave her varying looks of worry and confusion, but they chose not to speak up.

As she scanned through the terminals, two files caught ManeFrame’s attention. She quickly scrolled through them to find two notable titles respectively: Project Fallen Dusk and Project Mimic. She tried to look further within, but quickly came across a complex encryption that would’ve taken her days if not weeks to decrypt. Along with it was a bunch of scrambled and barely readable data, corrupted from the half-successful self-sabotage by the Imperial constructs. Nonetheless, she downloaded them all onto her data bank and moved onto the next terminal.

“Project Metal Husk,” ManeFrame read aloud. With her hoof, she manipulated the texts on the screen to reveal a blueprint. She was surprised to see so much of it wasn’t even encrypted. “Are these designs… for a dragon? If these measurements are correct…”

Rarity frowned as she moved to where ManeFrame was and read it for herself. Before long, her eyes widened in recognition.

“No…” she whispered. “It can’t be…” Rarity shivered slightly as she backed away.

“Rarity, are you okay?”

“I… no, I’m not. I think I know exactly what these designs are based on,” said Rarity quietly. ManeFrame inspected the readings and diagram on the screen, but she couldn’t see what exactly troubled Rarity besides… well, the entire thing. Behind them, Starry snapped up, disconnecting the electronic device from the archive’s console.

“Chief, all the recoverable data have been downloaded,” she informed Rarity. Rarity nodded sharply, seeming to have snapped out of the temporary fugue she was in.

“Then let’s go. The rest of the forces in the base must be mobilized by now. We’ll all need to stay together if we are to survive their counterattack,” concluded Rarity.

“Are we going to tell the others about this ‘Metal Husk?’” asked ManeFrame.

“We will, but I’m afraid it’s already too late. I think it’s already-” Rarity was interrupted as an earth-shattering roar rocked the ground, nearly knocking everypony present onto the ground.

“-in the base.”

The sound of the distant crack of artillery followed. Rarity and Starry raced out into the foyer. With some reluctance, ManeFrame eyed the chamber one last time before hastily following them. In her distracted state, ManeFrame didn’t notice the small blip on her sensors, signalling that a foreign device had latched onto her.

The first thing ManeFrame noticed was that the flak guns and artillery on the walls were no longer aimed at them. The second thing she noticed, was the giant behemoth that had taken to hovering over the far side of the base.

“You’ve got to be kidding me,” exclaimed Lieutenant Striker as he saw the hulking Imperial zeppelin. “When did that get there?”

“It’s not a troop transport,” muttered ManeFrame as she scanned it. There were less than a hundred constructs within that she could sense, with most of the storage compartments filled to the brim with shells and explosives. “It’s an artillery behemoth.”

Before the Lieutenant, or anypony else for that matter, could reply, the roar came again. It felt as if the whole earth was tilting on its side. ManeFrame felt herself overwhelmed, her HUD overflowing with sensory information and most important of all: warnings.

Something big was coming, and ManeFrame knew exactly what it was.

Taking a deep breath, ManeFrame muted the screeching alarms blaring at her and rocketed up into the air. From her new vantage point, she saw that a giant portion of the base was sinking, sliding away to reveal a massive, hidden space. She focused her sight and saw it.

Burning, red eyes. Fiery, and full of hatred, yet mechanical and cold at the same time. It was a repository of contradicting spirits. A colossal beast, nearly half the length of a full-sized Imperial Behemoth, crawled out of the opening from within the ground. The hole, however, was not large enough for it.

With another thunderous roar, it reared up and with giant, metallic wings, sheared through the ground as if it was nothing.

The data she had scanned could not hope to compare to the real thing. The creature was a dragon, very much so, but at the same time it was not. It was nature’s killing machine, but designed to perfection through artificial steel.

Four mammoth limbs supported its body, each ending in a slashing claw that was more than enough to demolish buildings. Her database had suggested dragons were lean, slender creatures – graceful. This one had nothing remotely similar. Grey coldsteel scales tinted with the slightest of purple wrapped around the Husk from the tip of its head to the end of its bulging, battery-ram like tail. Massive bronze plates lined its spine, running all the way up to the tip of its forehead.

With a gasp, ManeFrame saw what was mounted on its back. Guns. They looked to be stitched within the very ‘flesh’ of the Metal Husk, barrels rotating on their axles independent of each other.

ManeFrame was frozen in fear. Unlike before, she was sure of this emotion, for nothing else could burrow so deep within her. She doubted the Empire truly knew exactly what they had created. With a flap of shivering bronze wings, ManeFrame sharply drew back from the view.

By the time she reached her friends and the resistance survivors, she was beyond shaken. Rarity opened her mouth to question her, but it fell short as a dark shape rose up into the sky. ManeFrame was only absently aware of the sound of weapons clattering to the floor. Most stood there uncomprehending, petrified in terror. Even Rarity’s usually stalwart agents showed horror and disbelief.

“What in Tartarus is that?!” cried one of the soldiers as he saw the distant silhouette of the Metal Husk, his cry mirrored by many others. Somepony was sobbing. Others uttered prayers to whatever deity they believed in. Some just sat down in despair.

“Stars protect me… stars protect me… stars…”

“Please tell me, that wasn’t the secret weapon you were looking for,” asked Lieutenant Striker with a shaky breath. He looked to the alabaster mare with a pleading expression. “N-No… we’re not fighting that…”

Rarity said nothing, only peering at the Imperial dragon with contempt and anger. When she turned back, her eyes took on a steel-like quality and she wore a scowl on her muzzle. “We’re going to destroy it.”

Everypony turned to stare at her, even her own agents.

“You must be joking,” said the Lieutenant, staring at Rarity incredulously. His soldiers mirrored his expression. “This is plain suicide!”

“If we do not destroy it now, it will come back and return the favour to us,” said Rarity, her resolute gaze boring into everypony present. She stopped a hoof as she continued. ”Remember why we are fighting, whether it’s the Agency or the resistance army. We are fighting for the safety of the vulnerable, the weak, those who cannot fight back. This weapon cannot be allowed to be let loose to the gates of the resistance or it will cost us a price too heavy to even consider.”

The Lieutenant sucked in a deep breath. Many of the ponies present had sombre expressions on their faces, and those who didn’t was showing blatant fear. Some were likely considering deserting altogether, and ManeFrame couldn’t bring herself to blame them.

“It will do us no good dwelling on this. We don’t have any more time,” Lieutenant Striker finally said. “Alright, what do we know of this… machine?”

“According to their records, the construct is called a Metal Husk, based on the form of a dragon and just as deadly. Its armour is too thick for any of our guns to pierce.” Rarity finished, leaving everypony to dwell in their apprehension.

“Stars above…” he said. Then, his face lit up. “We have an EMP launcher that can be used, don’t we? It should at least weaken it-”

“No,” ManeFrame interrupted with a firm tone, surprising the ponies gathered. She looked to the giant metallic dragon unleashing havoc along the base’s walls. “I recognized the traits in its data. It’s self-learning. The AI is primitive so far, but it is improving. If we show our best hoof right now, we can’t use it again.”

Right on time, the Metal Husk slammed itself into the walls, creating a sound not unlike that of a thunder.

“What do you suggest, then, ManeFrame?” asked Rarity.

“We have to weaken it as much as possible, and once we find a vulnerable spot, we can use the EMP launcher at point-blank range.”

“What? That’s crazy! Who will be even volunteering for that?” said somepony, followed by murmurs of agreement.

“I will,” said ManeFrame, prompting Rarity to glance at her worriedly. She didn’t know if the confidence she was feeling completely genuine, or simply a mask for the others. But, it felt familiar to her, taking control like this. “I can fly as well as any pegasus, and my metal armour will ensure that I can endure much more than a normal pony.”

“Miss Rarity, how much do you trust… ManeFrame.”

“With my life,” she replied without hesitation. It warmed ManeFrame’s heart to hear that, and she flashed Rarity a grateful smile, one that was returned, albeit briefly. The Lieutenant let out a hefty sigh and nodded.

“Alright then, how do we beat it?” This time, he looked at ManeFrame. It was likely a logical choice, seeing as she was the most familiar with the Empire, but she felt that his distrust of her was lessening.

“I don’t know…” started ManeFrame. “But I might have an idea.”

The lieutenant gestured for her to continue speaking.

It’s not ideal but… overwhelming firepower is a must if this can succeed.

“How do you feel about hijacking a Behemoth?” she asked. Lieutenant Striker blinked, before slowing turning to Rarity.

“She’s… kidding, right?”

Nopony laughed.

ManeFrame gained altitude as she tried to get a better look at the Metal Husk. If she was going to survive long enough to successfully distract it, she was going to need to learn everything she could about it.

Almost on command, a HUD filled her screen, one that she had not seen since the battle of Neicolt. Lines of code ran down the corners of her eyes, with small hovering targets locking on to her surroundings, displaying every statistic she could discern from it.

The frame of the Metal Husk was displayed within ManeFrame’s HUD, systematically turned into a visual diagram of its structure, weaknesses, and weapons. Alarmingly, ManeFrame saw that there were very few places that ManeFrame could even make a dent on.

A bright flash consumed the skies, and for a second ManeFrame instinctively shielded her eyes with a hoof. When she looked again, the Metal Husk was flying over the now-smoking ruins of the outer walls of the Relay Base.

A crack of artillery signalled the Imperial Behemoth firing on the Husk as it retreated out of its reach. The shells were not sufficient to damage it, but enough to convince it to find easier targets.

ManeFrame poured on speed. She needed to fully attract the Husk’s attention before it discovered the vulnerable ponies on the ground. During her flight, she briefly strayed near the outer walls of the Imperial Relay Base that the Metal Husk had just attacked.

It was completely ablaze with a thick curtain of smoke rising above it. The flak guns mounted atop were completely destroyed, one of them nothing more than a pile of molten slag. A single gun fell away from its mount, crashing down to the ground beside the wall in a flaming wreck.

The sheer amount of damage from the Husk’s flames overwhelmed ManeFrame. She doubted there would be anything left of her if she was stuck within the centre of one of those streams of flames. At the same time, she was completely flabbergasted that the Metal Husk was continuing to attack the Imperial troops.

Just what had they created?

As if reading her mind, the Husk stopped regarding the Imperial behemoth and turned towards her. Those demonic eyes locked onto her form, staring into her very inner workings, dissecting her with its gaze and unseen sensors. She couldn’t help but sense dread within herself. These eyes weren’t the dead, dull eyes of grunts or even tankers. They were seeing her.

For the first time, ManeFrame felt truly naked, vulnerable. A prey to a predator. ManeFrame shook herself out of her reverie as she saw the Metal Husk lazily flapped its wings and turned towards her.

ManeFrame gritted her teeth. If it was truly a self-learning AI, then she would need to finish it off as soon as possible. She raced forward, her Rockets blasting off from her launchers one by one, arcing through the air to find its targets. Most were aimed at joints, though a few targeted its face as well.

They each detonated as planned, though the monstrously-sized construct had shielded its face with one of its colossal claws.

When the cloud of smoke and dust had settled, ManeFrame expected to see at least some visible damage to the construct. Instead, she was instead greeted by only scorch marks and dents across the dragon’s coldsteel skin.

It howled in fury, flapping its wings and pushing itself forward at an alarmingly fast speed. The time it took ManeFrame to recover from the shock was enough for Metal Husk to close the distance between them.

She would’ve paled, were it physically possible. The colossal claws curled into a fist and punched her.

ManeFrame was not prepared for how hard the Metal Husk had hit her. She flew through the air, and she barely came to a stop in front of an Imperial warehouse. Several stray grunts that had hidden there fired upon her, but they were quickly silenced by a single well-aimed rocket.

Her moment distraction allowed the Metal Husk approach her unharmed. Its advance was quickly cut off when twin, high calibre shells slammed into its lower jaw, snapping its head backwards. The sound of metal ricocheting and impacting against one another was as loud as thunder.

“Miss ManeFrame, we’ve got your back,” came a masculine voice from a radio channel that ManeFrame had never used. Her temporary confusion was addressed when one of Rarity’s TATT rolled into view, dropping its shimmering disguise enchantment.

The Metal Husk repositioned and backed away, growling threateningly as it considered its new rival – a metal ‘beast’ similar to its own. Then, without warning, its mounted guns opened up, releasing a salvo of shells that thankfully mostly missed the transport. Said vehicle rolled away and fired its main guns, especially the heavy hitter high calibre guns mounted on its back and sides.

“Miss ManeFrame, we’ll aim to suppress and distract it while you try to find a weak or vulnerable spot. Do you copy?” came the driver’s voice again.

“Copy that,” replied ManeFrame as she took to the air again.

Between their combined assault, they were slowly wearing the Metal Husk down. It knew this too, but everything it tried to reach the assault transport, it was held back by its immense firepower. Plates of armour were cracked and dented, and once or twice, the Husk cried in all its wrath, spinning itself rapidly as if trying to shake off the incoming projectiles.

The Metal Husk whirled around, swiping towards ManeFrame. However, between the constantly firing TATT and her own occasional barrages, she easily stayed out of its reach. She took every opportunity to inflict her own damage on the construct, though it was clear that her own attacks were small cuts rather than the decisive damage she had hoped for.

As their ‘duel’ dragged on, she felt something change. The construct didn’t seem to be focusing on attacking her anymore, almost like what it was doing was half-hearted. Several times, it feigned lunges towards her, but always dodged back and adjusted itself to avoid being hit any more than necessary. She easily dodged each of its attacks, and all the while the TATT was firing at the Husk. The cannons and guns on said transport was ever increasing in its loudness as they inched ever closer to it-

Wait, why are we so close to the transport?

With a start, ManeFrame realized that in their ‘fight’, the Metal Husk had subtly directed them towards the roaring Agency assault transport. She turned and spared a brief second to see exactly how close the TATT was. If she had her disguise on, she surely would have paled. It was so close that she could fly over and tap against the front viewport after a small flight. It had stayed in its place, using its close proximity to the Metal Husk so as to provide maximum damage, completely unaware of the Husk’s intentions.

Almost completely simultaneous to her thoughts, the draconic construct swivelled away from her and arced towards the Agency transport.

No… It’s going for the TATT!

“Get out of there!” screamed ManeFrame into her internal transmitter. She launched every rocket she could reload, trying to draw away the Metal Husk’s attention. It titled its head slightly towards her with an expression that reminded ManeFrame of a sneer. In a blink, it was gone.

The turrets and rockets tracked the Husk as it flew through the air. After receiving ManeFrame’s cry, they had put the TATT on full reverse, its guns and artilleries firing nonstop. It was steadily doing damage to the Metal Husk’s armour, but it wasn’t enough. The Metal Husk swooped down, scorching the entire vehicle with its deadly fire. The vehicle rolled to a stop. After a horrifying silence, ManeFrame’s radio activated again, much to her relief.

“W-We… we’re fine. Sustained heavy damages but we’re still-”

The dragon construct returned and dived down, crushing the TATT with its sheer force and momentum. The assault transporter’s armour crunched and then crumpled beneath the Metal Husk like it was nothing. A burst of fire erupted from underneath its claws, creating a crater around the remains of the vehicle.

The transmitter emitted nothing but static. ManeFrame could only look helplessly on. She didn’t even know their names.

The Metal Husk turned its sight to her. Within them, there was no compassion, not even the emptiness that persisted in Imperial grunts. Instead, there was hate there. So much hate that ManeFrame felt sick.

It drew back its head, a gesture that ManeFrame had never seen before. It looked as if it was trying to get something out of its throat. Its chest contracted and there was an orange-reddish glow. With a start, she saw that her temperature sensors were fluctuating wildly. She shook her head in disbelief. That must be an error! No way it’s that high!

Slowly, with slow realization, she realized the heat signatures were originating from the maw of the Husk. She stared into its eyes, and for a brief second or so she thought it was smiling at her. She activated her thrusters, but it was already too late. A superheated fireball soared towards her, burning the air around it. ManeFrame could feel her armour begin to smoulder as it raced up to her.

She flinched away, waiting for the scorching fire to melt her down.

A moment passed. And another. Astonishingly, she found herself severely burned but all her internal circuitry unharmed.

“I don’t understand… I should be nothing but a melted puddle right now…” she muttered to herself in shock. Almost subconsciously, her defence systems had taken over her inactions and prompted her to fly away from the Metal Husk as fast as she could. During the flight, she saw the cloak she wore glow with a violet sheen. A cursory scan of it with her magical sensors confirmed her thoughts.

This cloak is fireproof! It transforms the heat energy into power… Just how much magic is on this?

ManeFrame didn’t have long to marvel at her discovery as the Metal Husk gave chase, enraged that it failed to kill her. It fired off a barrage of armour-piercing shells. ManeFrame strafed mid-air to avoid the first ones that reached her.

The second wave, however, stunned ManeFrame as they detonated around her instead. She found herself batted through the air by the shockwaves, while the Husk spread open its wings and started to fly towards her.

Of course, it’s learning from every movement I make.

ManeFrame put on an extra burst of speed. Her thrusters roared behind her, propelling her to the greatest speed she could manage as she picked up her altitude dramatically. She needed to put some distance between them until she could work out a plan. She risked a glance back.

Her eyes widened.

She was barely staying ahead of the Metal Husk. She pulled herself into a dive, whipping past the Husk as its jaw snapped way too close to her.

She spied the vast form of the Metal Husk changing course and following after her – too fast for what it should have been able to do. Despite her descent velocity, ManeFrame could see that it was coming ever closer. She risked losing her air control and extended her rocket launchers, letting loose a barrage of armour-piercing rockets. Just like before, they seemed to do nothing beyond enraging it even more.

Her database suggested a risky idea. ManeFrame glanced at the Metal Husk. She didn’t have much choice.

She forced herself down faster, harder. The massive construct above her didn’t disappoint, matching her strategy. The ground was coming up below them. She had to go faster.

Closer, closer.

Her mind screamed that it was going to be too close. She wasn’t just falling towards the ground. She was accelerating towards it.

Now!

On cue, ManeFrame flared out her wings while directing her hoof thrusters downwards and produced the maximum thrust possible. She felt the air around her becoming solid and slam into her like a concrete wall. With a start, she realized she was still accelerating too fast. Calculations ran through her mind at the speed of light, all coming to a conclusion that she would hit the ground before she could even come to a stop, much less accelerating upwards.

For once, ManeFrame tossed away logic and maths, and trusted her instincts – if that was even possible for an AI. There was something familiar about this, like there was something guiding her. She fought against her downward push with every fibre of her being. When she was no more than seconds away from impacting, she felt herself stopping.

Her hoof dug into the ground.

And she flew upwards.

ManeFrame flew up the downward-facing Metal Husk, weaving around its metallic claws and fiery maw. Then she was free from the bulk of the construct. ManeFrame glanced back with a wide smile on her muzzle as the Metal Husk couldn’t help but meet the ground below her with a resounding crash. She felt ready to cheer inside.

She turned her eyes back to the sky. Something large and grey covered her view. Her smile faded from her face as the Metal Husk’s tail whipped into her. She was thrown violently off course towards the ground, slamming through a building so hard she could physically feel the agony coursing through her.

The concrete and wooden construction gave way around her, demolished and destroyed to break her fall. ManeFrame finally came to a stop amidst a cloud of dust and debris.

Grunting, she righted herself, only to topple over almost immediately. She glanced down to one of the Metal Husk’s spikes piercing through her left hind hoof. With a muffled cry, she pulled it out and threw the piece of metal onto the ground. The limb was completely unusable, its internal parts and embedded pistons completely shattered.

A loud quake rocked the earth.

It would be great if you guys can hurry up a little more.

“INCOMING!” A panel on the wall to their right was instantly pulverised as a small missile cruised into it. The whole aircraft rocked violently, throwing ponies onto the walls and to the ground.

Jade, Bloodlust and Sanguine were suppressing the endless waves of constructs that threatened to overwhelm their position. A loud scream to their far right signalled that another pony was downed by the hail of bullets that was showered onto their position.

“Cover me.” Before anypony could could even react, Rarity as she dove out of her protective cover and directly into the line of fire.

“What are you-” She didn’t let Lieutenant finish as she formed a sapphire coloured shield ahead of her. With her diamond fragments encased in her magic, she slung forward, lobbing off the head of the sentry turret.

“Come on!” roared Sanguine, grabbing a minigun from a fallen grunt and firing at bursts ahead of Rarity. Her shield let his bullets pass through it without resistance, many of which found itself embedded in now-demolished grunts and turrets. “We’re almost there!”

Their charge ultimately proved too much for the constructs to handle. Their line broke, allowing the resistance soldiers to tear into them with fierce passion and enthusiasm. Not even waiting for the last Imperial grunts to be picked off, Rarity raced ahead with her agents quickly following behind her.

They stumbled into another corridor. Rarity didn’t wait for everypony to catch up as she cut into the sentries placed at the end. They were dispatched quickly enough, but Rarity didn’t make it in time as the blast doors closed up to them. There was no doubt that this was the main control room of the behemoth.

“Starry, see if you can hack into the system and open the door,” said Rarity.

“On it, chief,” replied Starry, sliding to a stop as she peeled away a metal cover, revealing a complicated board of circuitry and ports. She yanked out several complex electronics and immediately inserted a multitude into the revealed control board. “It’s going to need a little time.”

“Lieutenant Striker, Captain Grayling,” Rarity called out as the rest of the entourage caught up with them. “We need to hold this point until when Miss Starry can get us through.”

“It’s not a very defensible position.” Jade ducked as a trail of bullet whizzed past his ears, cursing loudly.

“Do what you can,” was all Rarity said as she turned her back to the door. The sound of Imperial reinforcements weighed heavily on all of their minds as they took up positions. The first pair of grunts were torn to shreds at the end of the hallway. However, their earlier optimism wore out when the stream of constructs never seemed to stop.

Slowly but surely, the ponies were being worn out. Even Rarity’s mythical skills of Bladecasting could only do so much against enemy constructs when they started to gather. Shouts were called out as ponies called for ammunition belts and fresh magazines. A new surge of constructs took advantage of the opportunity and swarmed en masse onto their position.

“Lieutenant, we are out of explosives and running low on heavy ammunition!” called out one of the heavy gunners, his light machine gun rattling periodically to fire in bursts.

“Starry, how much longer?” urged Rarity. She paused and grunted, using raw kinetic force to push back the front of the encroaching grunts “We can’t hold out much longer!”

“I’ve got it-Aargh!” Starry screamed as a stray bullet found purchase in her abdomen. She fell down, bloody pouring out of her wound.

“No!” shouted Languish, running to help her as another volley of gunfire showered their position. Bloodlust reached the injured mare first, ripping out fresh bandages from a satchel as Starry whimpered in pain.

A tanker with an oversized cannon strapped on its back stepped out at the end of the walkway. A salvo of bullets was launched at the incoming constructs. It tore down the grunts, but the Tanker emerged unharmed. Jade and Rarity simultaneously dove for the dropped controller. The cannon charged up with a high-pitched hum. Two hooves touched the edge of the controller.

The cannon fired.

Left. Then Right. Up, down and a sharp corkscrew.

ManeFrame hadn’t realized that constructs could grow tired, but she was keenly feeling that she was reaching the limits of her mechanical form. Tired didn’t justify her situation. Desperately walking the line of total exhaustion was a more accurate description.

The Metal Husk rotated through the air, curling up and bending in rage as it tried to find its elusive prey. ManeFrame zipped around its body, even as numerous mounted cannons locked onto her and fired in unison.

She dodged them one by one, but barely managed to dodge one sparking shell. It glanced off her shoulder armour, causing her mechanical innards to noticeably quiver. It flew away sharply, throwing her into an uncontrollable spin. The shell exploded close to her, temporarily dazing her as she fell through the air in a spiral.

Then ManeFrame was somewhere else entirely. The bizarre feeling briefly sent her into panic, before she remembered that it had happened before, in the Everfree forest. This time however, the world she found herself in was different… it was so bright.

Realizing that she could move herself again, she looked up into the sky and felt gobsmacked. It was a sun. There were no clouds in the sky, but instead all around and underneath her. They were on a cloud!

A loud cheering all below her drew ManeFrame’s attention. She looked down onto what looked like a massive stadium made out of clouds. There were… hundreds, if not thousands of shapes moving and shifting about within. However, none of them could be made out. ManeFrame tried to move closer, but it felt as if she was tethered to something.

Something rose up into the sky. There was a- no there were two blobs of colours that rose up. Slowly, they materialized further and ManeFrame realized they were ponies, pegasi, though their features were still smudged and blurred. But one also had… a horn? Why does that sound so familiar?

The white pegasus – the same one with a horn – was accompanied by a light blue pegasus. They were definitely mares from the tones of their voice, but the words and chatter were utterly incoherent to ManeFrame. They seemed to be friends and on good terms from each other, but the blue pony radiated nervousness… maybe even fear?

A loudspeaker from somewhere declared a line of gibberish, prompting them to part. The white pegasus flew upwards as the crowd around them cheered. She danced through the air elegantly, twirling around and swaying to and fro every so often. The second pony, the blue mare, performed a series of acrobatic moves, looping through poles made out of what looked like white tufts of clouds. ManeFrame winced slightly as she crashed into the side of the stadium.

Then there was some commotion. The white pegasus flew up into the full view of the sun, and she stretched her hooves and wing as far as she could, casting the entire stadium in its prismatic filter. However, ManeFrame could see that the edges were becoming burnt from the full brunt of the heat of the rays.

Then it disappeared with a pop, falling to ashes.

The mare dropped like a rock, her wings completely gone. Three pegasi in navy flight suits flew down towards her, but each was knocked out by the mare’s flailing limbs. The light blue pegasus stopped suddenly, before diving down towards the quartet of ponies. ManeFrame gave a horrified gasp. There was no way she could reach them.

She squinted closer, only for her jaw to drop open in shock. There was a sonic cone forming around the sharply accelerating form of the blue pegasus.

That’s not possible-

A boom thundered over ManeFrame along with a brilliant burst of colours. A ring of rainbow spread out from where the blue pony was only a second ago. She travelled at a speed that was almost impossible. Almost. A rainbow trail followed after her as she managed to grab onto both the white pegasus-turned unicorn as well as the three other pegasi.

Once they were back on solid grounds, the blue pegasus and the alabaster unicorn embraced each other, and heartfelt words were exchanged between them. Despite the amazing feat that the blue mare had achieved, she didn’t even seem to acknowledge it, instead focusing on the wellbeing of her friend. It wasn’t until another mare from a new group had tapped her on her shoulders and gestured to the rainbow skies that she had realized what had happened.

The world ManeFrame was in began to waver and blur, losing its texture and substance. Soon, she could barely see anything. The last thing ManeFrame heard was the blue mare’s exuberant cries as she came back to reality.

Her insistent warnings told her that she was still spinning with abandon. Jutting out a wing and using her hoof thrusters, she wrangled herself into a path of flight that didn’t end with her crashing into the ground. Whether it was coincidence or truly fate, she happened to approach the tattered remains of the destroyed TATT. More importantly, her scanners picked up an energy signature from the back of its hull.

It’s still working! The EMP Launcher is still working!

Sure enough, she saw the still-intact form of the EMP launcher mounted on the back of the ruined vehicle. The same device that could potentially do enough damage to the Husk’s inner circuitry to… to destroy it. That is, if she could get close enough to the Husk.

Before she could take a closer look, she sensed a huge spike in temperature behind her – quickly proven by a visible funnel of intense flames. She made a few quick calculations, and realized that if she could pull off the same speeds as the… mare she saw in her vision, she could shake off the Husk. That would give her enough of a head start to go for the launcher.

With that thought in mind, she angled herself upwards. She flew directly into the path of the Metal Husk, causing the large construct to waver in hesitation. ManeFrame took the opportunity to sprint past it before it came to its senses. She rocketed past it, feeling lighter and faster than ever before. A newfound spirit and strength flooded through her being.

Remember, this isn’t just for your friends, ManeFrame. This is for Rarity, Jade, Bloodlust, Sanguine and all the others. They’re counting on you.

She felt fearless, brave, even as the Husk began to give chase. She couldn’t deny that there was also a small part of her that yearned with curiosity and wonder. The flaming ball of light and fire she had seen in her vision… what if it was up there above the clouds all this time?

The dragon slowly fell away from her, its bulk too heavy to fly so fast so high up in the sky. Eventually, it was so far behind that even its flames could no longer threatened to reach her. She shot into the thick layer of cloud, its denseness masking her trajectory.

She could hear the Metal Husk’s frustrated growls as she climbed through the almost-solid like cloud substance. It felt more as if she was swimming than flying. The ferocious wind battered her, while thunder rumbled ominously and flashes of lightning sparked between banks of clouds as if they were the ends of Tesla coils. There was a certain coolness here that made ManeFrame shudder, but not unpleasantly.

The clouds around her became less dim, and the resistance she felt let up. Before she knew it, she punctured through the final layer of the cloud cover. ManeFrame gasped as she looked above.

It was right up here… this whole time.

There it was… the sun. It was the same as the one she saw, but at the same time so much more magnificent and incredible. It was unmistakable, a ball of flaming fire so far away from her yet at the same time it was so close. She wanted to stretch her hooves and touch it for herself.

Everything was so bright, and for once the clouds that span as far as the horizon was a pure white instead of the depressing grey. Everything was so peaceful, so separated and pure from anything ManeFrame had ever seen before.

She wanted to stay here forever.

ManeFrame’s thruster sputtered out. She reached the peak of her arc before starting to turn and dive down. She closed her eyes, enjoying the sensation of the warmth of the sun against her metallic form when she dove back into the turbulent clouds once again.

I will come back here again. Thank you, whoever you are, for showing me this. You are just… awesome.

ManeFrame turned around and leaned into her fall, streamlining her form to increase her speed-

Heh, you aren’t so bad yourself, egghead. An azure coat, bright, passionate, crimson eyes. A prismatic mane of all the colours of the rainbow. A confident smirk.

ManeFrame’s eyes snapped open. For a moment she swayed violently, almost losing control. Then there was a thought… a name.

Rainbow Dash.

ManeFrame put on an extra burst of speed, a cocktail of adrenaline, determination and confidence permeating her very being. Her sensor quickly picked out her target – the wrecked TATT.

The wind whistled past her face, so loud that it almost blocked out every other sound. She stretched open her wings, grimacing at the strain against them as she slowed herself down as much as possible. The draconic construct had caught sight of her by then. It shifted its massive bulk as it once again began to pursue its prey.

ManeFrame near-crash landed into the destroyed All-Terrain Transport. Her scanners quickly picked out the mounted EMP Launcher, which remained in one piece. The flap of gigantic wings not far behind her reminded ManeFrame she was on a time limit.

At once, she jumped over to it, grasping its end with both of her forehooves. Her wings flapped in tandem, mustering as much strength as possible. Her foreleg pistons pumped hard within, and while she was rewarded with the creak and groaning of metal, she knew she wasn’t working quick enough. A coldsteel blade extended from a small slit on her right forehoof, and she stuck it the crack of the mount holding the launcher.

Behind her, there was a roar so close that she felt the vibrations pass through her mechanical innards. Every fibre of her being urged to her to take to the skies and fly as far away as possible. Her metallic feathers twitched and shuddered, desperate to take her to anywhere but here.

“Come on, come on,” ManeFrame gritted her teeth as she pulled harder onto the EMP launcher. The roar behind her was too close. Finally, her hoof blades cut into a trigger within the mechanism, releasing the launcher from its mount. Without waiting for it to even be properly released, ManeFrame launched herself upwards, barely in time to avoid the fireball that impacted the ground below her.

Her victory was short-lived, though. Snarling in anger, the Husk sprayed its heavy machine guns in a huge roving arc, too many for ManeFrame’s internal processors to keep track off and avoid.

ManeFrame felt several projectiles enter her left wing. Crying out, her trajectory abruptly skewed to one side. Flailing through the air, she barely managed to stop herself from slamming into concrete wall, instead digging a trench through the dirt as she crashed to the ground.

Gently, she extended her left wing and simply looked at it. Just like she feared, the appendage was riddled with bullet holes, and she could barely force it to flap even once without great agony. The rest of her body was in no greater condition. Her right hoof was borderline shattered, and numerous plates from her other limbs were either falling apart or completely absent. Tears and deep cuts in her armour were rampant, and some ‘wounds’ were leaking the very essence she needed to survive.

She clutched the salvaged EMP launcher tightly to her chest. There was no doubt that she wouldn’t be able to last much longer. She forced herself to get up and gallop behind a warehouse. A phantom heart thundered inside of her. She fell against the building, her thoughts cast in disarray. She peeked around the corner and drew back immediately as she saw the Metal Husk was right next to her. However, it had already seen her.

An intense laser shot out from the Husk’s eyes, frying anything within its path. The numerous cannons and machine guns jutting out along its wings and back opened up, creating a cacophony of firepower. The building ManeFrame had taken cover behind didn’t so much get destroyed as it disintegrated. From within the massive carnage of dust and ruins, ManeFrame rolled out, wheezing as she tried to crawl away.

Something heavy landed behind her. She turned around to see the Husk, with its draconic head lowered to glare at her. Its jaws were open enough for ManeFrame to feel the insane heat stirring behind them. Two giant claws slammed into the earth around her, kicking rubble and dirt into the air, preventing her from escaping.

No… this can’t be the end.

The sharp whistle of missiles greeted ManeFrame’s ears, causing her head to snap back up. She lifted up a hoof in front of her eyes when the sky above her was lit up by brilliant explosions and smoking fireballs. She couldn’t help but smile as she caught sight of the Imperial Behemoth that hovered in the sky above them.

The Metal Husk reared upwards, roaring out in surprise as its back was doused in flames and explosions. It arching its back, swaying to one side and nearly flattening a warehouse with its gargantuan bulk. It tried to fly away from whatever was hitting it, but it could barely lift itself off the ground and instead crashed into parts of the GEM compound. The radio built into ManeFrame buzzed with Rarity’s voice.

“Hope we aren’t too late to the party, darling,” uttered Rarity. Her statement was punctuated by a succession of booms from the behemoth’s front flak guns.

“A little late, but am I glad to hear you,” ManeFrame answered, smiling in relief. However, it quickly disappeared as she gazed back to the Metal Husk. Her moment of respite quickly ended, though, as an intense gout of flame burst from the Husk’s open mouth. “Target its wings. If you can ground it, I think I can use the EMP Launcher on it. Whatever you do, stay out of range of its flames!”

“Copy that, ManeFrame. Good luck, darling.” The radio clicked off.

Immediately following the transmission, the artillery on the behemoth opened up again, this time tearing into the relatively thin armour on the Metal Husk’s wings. It uttered another bellow, but this time there was more pain than anger. The fire within its jaws that had been aiming towards ManeFrame diminished before glowing even hotter as it turned towards the behemoth.

She propelled herself upwards, just enough to latch onto the foot of the Metal Husk. With a combination of her three magnetized hooves, her one working wing and hoof thrusters, she climbed her way up the body of the Husk. Several times, she held on dearly to its metallic surface as the Husk flailed violently – something comparable to an artillery barrage from ManeFrame’s perspective.

She reached the head of the Metal Husk, landing just above its eyes. Up close, the small openings between the metallic coldsteel plates that covered its face became visible. Gritting her teeth, she slammed both of her forehooves into the tight opening between the metal plates above the Husk’s right eye.

Then she activated her hoof thrusters to the maximum.

The image of the pegasus soldier who was fried in their armour came to mind. ManeFrame forcefully removed it from her mind.

The metal beast below her shook in frenzy, attempting to shake her off as it mindlessly crashed through a multitude of buildings, it’s focus no longer on the Behemoth above them.

Once she wrenched open enough of an opening, ManeFrame thrusted upwards, trying to get as much distance away as possible. At the apex of her altitude, she emptied her rockets into the opening. It dug into the metal flesh of the Metal Husk until it reached the retina of its right eye. ManeFrame remotely detonated it.

In an instant, the mechanical right eye of the Metal Husk exploded outwards, the lenses flying off in a blast of blue fire. Bright, yellow fire quickly followed, flaring out from behind the two holes. ManeFrame could feel the vibrations of the blast pass through her as she landed back on its hand. The Metal Husk thundered below her, clawing fiercely at its own face in pain. The sharpened talons barely missed ManeFrame, digging into the Husk’s own coldsteel scales.

She latched onto construct while it began to thrash around, blindly trying to throw her off with its gigantic claws. With her remaining working forehoof and her teeth, she unslung the EMP Launcher from her back and jammed it into the breach. Looking at it with equal parts dread and determination, she flicked on the switch.

ManeFrame screamed as she felt the EMP charge release from the device and course through her. It was so much worse than the EMP dagger she had experienced before.

So, so much worse.

Her HUD glitched into abstract shapes before disappearing altogether. She knew that her own systems were likely failing just like the Metal Husk’s. It was so tempting to let go, to turn it off. To end the pain. But, she couldn’t stop. Not yet. She willed herself to hold on longer, one millisecond at a time.

Just a little longer, ManeFrame. You can do it!

Opening her mouth, ManeFrame tilted her head upwards and let out an immense cry of pain. Her eyes were blazing with a pure, violet colour. She could feel her internal circuits being fried faster than she could repair them, and sense the smoke that was coming off from her armour as arcs of electricity rampaged across her form. Absentmindedly, she could sense her world tilting sideways as the Metal Husk beneath her drop onto its side with a mighty crash.

There was no sensory information, no statistics, no database anymore. All ManeFrame knew was her suffering, and what she had to do. Unknowingly to her, the bronze horn situated on her forehead glowed. It could barely be seen, but it was there, with small violet sparkles bounced off of it amidst blinding white electricity.

JUST. A LITTLE. LONGER!

Eventually, the pain became so great, so staggering that ManeFrame collapsed onto her knees. Then, in her pain-induced haze, she saw a pair of ethereal pale blue hooves place them upon her own. The voice… Rainbow Dash’s voice echoed within her mind once again.

You can do it. I believe in you.

With one final guttural cry, ManeFrame pushed the entire launcher within the metal skin of the Husk. A shockwave through her back flinging her away from the brow of the Metal Husk a split second before it erupted in a shower of fire and shrapnel. She fell heavily to the ground, her strength completely sapped from her body.

Finally, the onslaught had ended, and the magnitude of its torment stopped increasing. It was finally finished.

One last, barely coherent thought ran through her mind before she lost consciousness.

I did it, Princess Celestia… are you proud of me…

ManeFrame’s eyes fluttered open, feeling the familiar rumbling of the TATT. She found herself within the main section, though it was tightly packed with ponies. Most were injured, ones that she recognized as resistance soldiers. There were two, however, that she definitely knew.

One was Stella, the soldier she had ‘saved’ by cauterizing her wounds. She lay on her back, gently being stroked by the stallion ManeFrame remembered was called Lance. He didn’t seem to notice anypony around him, engrossed entirely in his injured sibling. ManeFrame was going to call out to him, but the other pony she recognized stole her attention.

Starry, the overly curious and enthusiastic mare she had barely begun to know, was lying directly next to ManeFrame. Her tactical barding had been completely removed, and instead bandages wrapped tightly around her midsection, showing a splotch of red in its centre. Everywhere else, the unicorn was covered in numerous cuts and scrapes.

ManeFrame wasn’t a doctor, but she was nonetheless able to determine she was still alive. Sighing in relief, she tried to get up and take a better look at the unconscious mare, but a sharp spike in pain prevented her from doing so. Hesitantly, she guided herself back down into her lying position.

ManeFrame was only vaguely aware of her surroundings until TATT halted, and the side door opened up again. A few ponies strayed outside, grabbing their packs and weapons before they left. Most didn’t move, either too injured or couldn’t muster enough strength to move. She did, however, retain enough of a presence of her mind to notice Rarity climbing onboard.

“Hey, ManeFrame, how are you doing?” asked Rarity gently, approaching ManeFrame and taking a seat next to her.

“Uh… my head still hurts,” groaned ManeFrame. She looked down at herself, and was not surprised to see her left wing and hoof still in their wrecked and dysfunctional state. The armour on her was still cracked and turned black from fire. She checked her internal timers, but all the readings were scrambled and incomprehensible. She looked to Bloodlust. “Did… did we win?”

“Yes, darling, we won.” Gently, she placed a hoof on ManeFrame’s shoulder. “And we couldn’t have done it without you.”

A small moment of silence passed between them. ManeFrame tilted her head to glance at Starry beside her, a glance which Bloodlust had caught.

“Starry’s fine. She was injured when she was shot in the abdomen, but Bloodlust was able to patch her up and she will likely make a full recovery,” said Rarity, answering her silent question.

“Where is her partner, Languish? I’d thought she would want to be here with her,” asked ManeFrame. However, despite Rarity’s best attempts to hide it, her hesitation was answer enough for ManeFrame. “She’s dead?”

“I’m sorry.” Rarity looked away to peer outside a window. “We took heavy losses. Against such fierce adversity, it was inevitable.”

ManeFrame gritted her teeth.

“If only I was faster-” ManeFrame started.

“No,” Rarity interrupted as she stared deep into ManeFrame’s eyes with an intensity that she hadn’t seen before. “That is not your burden to bear. We were all prepared for the possibility. If anypony is to be blamed, it is me.”

“But-” ManeFrame tried.

“But it’s true, and I wouldn’t have it any other way.” Rarity’s tone brooked no argument. “I was the one who organized the mission, and it is solely I the responsibilities should fall upon.”

ManeFrame wanted to say more, but she faltered, her words dying before they could be uttered. Silence reigned between them again.

“It's not long to Ponyville now, we'are almost there,” said Rarity, breaking the silence. She paused, looking uncertain, before continuing. “We… we didn’t know if you would make it, ManeFrame. There was little we could do but hope and… well, I’m just glad that you did.”

“And now? What’s going to happen?” asked ManeFrame, feeling her system slowly entering hibernation. Was this what exhaustion felt like?

“Nothing. Just rest. You of all ponies, or constructs, deserve it. We are almost at the Agency now,” assured Rarity, once again with a gentle smile. “Oh, and we took the parts you and Jade had found. If we are lucky, then they should be compatible.”

“Jade, is he-” started ManeFrame, starting to panic again. She didn’t even think of him! What if he was hurt, or worse, dead?! What was she going to do? He was her friend, he trusted her-

“Safe, uninjured,” Rarity reassured, cutting off ManeFrame’s increasingly panicked train of thoughts.

ManeFrame slumped down in relief. A sudden burst of fatigue had washed over her. Already, she felt the pull into the dark nothingness of hibernation. The tension in her form bled out as she relaxed. It was lost on Rarity as she stood up to leave.

“Rest, darling. We’ll be here when you come to again,” Rarity soothed softly.

“Yeah, that would be nice…Rarity…” mumbled ManeFrame, before shutting her eyes once again.

Rarity smiled sadly as she stood up to leave. Before she left, she glanced at ManeFrame one more time, seeing her peacefully slumbering, her scars and experiences washed away by her unconscious innocence. Then, in a voice so quiet she could barely hear it herself, Rarity uttered:

“Sleep well… Twilight.”

Author's Note

This was a big chapter. Hope you guys enjoyed it. I'm not too keen on making super-sized chapters, so this is probably the longest I'm going to risk in future chapters unless something really bizarre happens. Please tell me if you really dislike long chapters, and I'll take it into consideration in the future.

Until next time, Croaks out!

EDIT: I saw a few posting about this so I'll just note this here: ManeFrame will meet Rainbow Dash in person again.

Introduction

Author's Note

It is not necessary to read this in order to enjoy the story. The map and description provided is mostly to provide some extra information. The story would still be written as it was originally planned.

Introduction

Long ago in the magical land of Equestria, there were the two royal sisters...

It was said that one controlled the Sun, while the other controlled the Moon. As individuals, they governed the Celestial bodies that allowed the world to prosper and grow. As one, they ushered an era of peace and prosperity unlike that which the world had ever witnessed before, or had since witnessed.

However, legends told that there was a third, one who mastered and reigned over all forms of magic and spellcraft. They say that the third felt discomfort besides the sisters as immortals, and as time passed grew more and more distraught. A foolish decision led to another, and the era of tranquility abruptly ended.

The Equalist Empire now rules with a steel hoof, an army of metal at their beck and call. A fragile rebellion struggles against the mighty Empire, but their fortune had long since run empty. Some hopefuls turn to the magic of the old, believing that it still runs in the veins of some, those that still shone with the brilliance of their ancestors. Others say that only the ancient still hold the powers, the mysterious ones who had been seen to still roam the ruins of a once proud nation, unwilling to let go of their past…

Defect

Territorial Map of Defect

This map is an edited version of the original map by MisiekPL