Project Clockwork

by Arceaion

Rating: teen
Tags: Twilight Sparkle, Princess Luna, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Romance, Science Fiction, Profanity, Violence, Princess Celestia, Death
Length: 26100

Twilight Sparkle is the only true survivor of the Canterlot Catastrophe. However no one can live through what she went through and truly survive intact, what will she do when she is saved? will she even be the same pony, or something... else?

Twilight Sparkle, Element of Magic and Hero of Equestria was thought lost in the event known as the Canterlot Catastrophe. But when a recon unit lead by Princess Celestia and Luna to see is anything can be salvaged from the castle finds traces of a survivor that leads them to her everything changes. However no one can live through what she has and truly survive intact, what will she do when she is saved? Will she even be the same pony, or something... else?

Published 2018-07-05 03:40:06 UTC
Last updated 2021-01-21 00:54:35 UTC

Prologue - Rescue

A group of ponies walked through the ruined streets of Canterlot, at the head Princess Celestia and Luna walked using there magic to clear the streets. The group wore heavy armor and gas masks covered there faces. The princesses sighed as they thought back to there lost friend and student and what had lead to what wold be eventually called the Canterlot catastrophe.

It had started seven years ago, Canterlot had been the industrial capital of Equestria, ponies had discovered how to use a combination of steam, metal and gears to create what was called Magitech and at the center of this great technological revolution had been Twilight Sparkle. She had discovered and created the first pieces of Magitech and had been the brains behind not only its creation and implementation but also the development of new Magitech.

While Twilight had chosen to base her workshop as well as the development laboratories in Ponyville, she had also set up factories in Canterlot though it was more to satisfy the Nobles than any other reason. Twilight would often inspect the factories to make sure that they were properly staffed as well as to monitor there work quality. It had been during one of these inspections that the main C.O.R.E.S. for Canterlot had started to meltdown.

C.O.R.E.S. stood for Central Operations Reactor Energy Systems, and had been created by Twilight herself. There propose was to control the flow of the steam and power that the city both received and generated. The moment Twilight had revived the warning she had called for a full scale evacuation of the city as she went and tried to repair the damage before it was too late. She had failed.

No one knew what happened exactly but what as known was disturbing and had not been shared with the public for fear of what would happen. Celestia and Luna had been overseeing the evacuation when a priority transmission had come through from the C.O.R.E.S. Control room. Twilight said there had been sabotage and that it was too late. After that the sound of an explosion was heard and then nothing. Celestia and Luna awoke weeks later on Ponyville General Hospital. There guards had recovered there near dead bodies almost eighty miles from where Canterlot had been.

The remaining ponies that had been caught in the blast had either died or were mutated in to monstrous creations. It was unknown what had exactly been done but it was theorized that the blast had transformed those caught in the blasts direct range into a combination of flesh and Magitech. These creatures would attack anything that wasn't created from Magitech and had been named the Reanimated. They were mindless and operated solely on instinct. The odd thing about them was that they never left Canterlot. Twilight had been stated as dead thought the princesses knew that finding a body was not likely, she had been in the Ground Zero of the explosion after all.

"Princess, we found something." One of the ponies yelled knocking the two out of there thoughts.

"What is it Over Drive?" Celestia asked as she approached the stallion who had called out.

"A Reanimated but it's dead. There are small holes all over the corpse. and it looks like something blasted off its front arms." Over Drive said as he examined the corpse.

"That's impossible." One of the guards said as he walked over. "No one survived the blast."

"Well something did this Longshot." Over Drive shot back. "and we all know that Reanimated don't attack each other."

"Search for anything out of the ordinary, tracks leading away from the body, signs of a conflict, weapons, anything!" Celestia called out as the group began to look around.

"Sister, there is blood here!" Luna called out. "Follow me!" She yelled as she walked deeper into the destroyed city following the trail. The group walked in silence till they reached a large workshop.

The workshop was surrounded by several Clockwork Golems patrolling the area. Each golem held a strange looking object. They were as long as a sword but were round and slender like a pipe. They had several valves and they were connected to the Golems arm through some form of tubing that glowed a faint purple. They were heavily armored as well and also caried an odd looking sword. It had the same mechanisms as the odd weapon but it was on a much smaller scale and had no tubing, at the end of the pipe was a blade about two feet long.

"This is odd." Celestia said quietly as she examined the situation.

"Princess, what do we do?" One of the ponies asked.

Celestia turned to her sister and they had what appeared to be a silent conversation. Luna sighed and looked away. "You all return to the base there is nothing you can do here, we will handle the situation from here." She said.

The group froze. "Princess you can't be serous." One of the guards said.

"We aren't equipped for an attack, we came here to salvage what we could and investigate the situation. Both of these objectives have already been accomplished. You have no reason to get involved any further my little ponies." Celestia replied.

"My sister is right in some aspects, you have already completed your mission now we wish to investigate further." Luna said. "If it makes you feel safer then you may return here with a larger force if we do not return by tomorrow evening."

The group hesitated for a moment before turning and walking back the way they had come. Luna sighed as she turned to her sister. "So what's your plan."

"We talk. Someone must control those golems we need to find out who." Celestia said calmly.

Luna sighed. "If this ends up like Dodge Junction I will make the castle staff revoke thy cake privileges for a week!" Luna grumbled as she followed Celestia out from cover.

The moment that they were no longer behind cover the golems froze and turned to them. The two sisters slowly approached the golems watching them till they were speaking distance apart. "You are not Renegades, Identify yourself." One of the golems said in a monotone voice.

"I am Princes Celestia." Celestia said.

"I am Princess Luna, we wish to know who made thee." Luna said.

The golem paused and tilting its head. After a moment paused the golem looked directly at the princesses. "Identity confirmed. This way princesses, MOTHER wishes to speak to you." The golem turned and walked toward the workshop.

The sisters looked at each other before following the golem. As they reached the doors they saw the golem turning several valves on the door before placing its palm on an open steam pipe. A click was heard and the doors opened with the sound of grinding gears. The golem entered and the sisters followed.

The minute they were through the doors slammed shut but the two royals paid no attention to that. Before them walked thousands of golems, some talking, small ones playing, some stood over the work benches crafting something. It was as if they were alive each one doing not what they were programmed to do but what they wanted as if they were live.

"Welcome to Project Clockwork." The golem said calmly. "This way please." The golem walked strait into the to large group of others and the sisters quickly ran after it. They followed the golem till they reached the other side of the room and it pressed a button on the wall opening up an elevator. The golem entered and hit the floor labeled 'C.O.R.E.S. Control Room'. The doors shut and the elevator descended. The group was silent till the doors opened with a ding and they stepped forward onto a cat walk. "While I cannot control you I ask you to be respectful to MOTHER." The golem said as they began to walk down the stairs to the main floor. "I do not care who you are, she is our creator and guardian. When you entered the Ruins you enter her domain so be respectful." The golems voice was still monotone but it was different at the same time. It had an edge that of warning to it.

As they reached the bottom the two sisters gasped. Sitting before them with her eyes closed was a Purple Alicorn. One of her legs had wires visible and her back was covered with flexible plates of metal. Her left wing was artificial and there were several places on her head and face that showed metallic implants. Multiple cords, wires and cables came down from the ceiling and were jacked into her back. With a sigh the they disconnected and the alicorn opened her eyes revealing one of them to be violet while the other was an electric blue. "Hello Celestia, Luna, It's good to see you again. The Alicorn said. Her voice was slightly distorted and held a slight echo but it was kind and motherly. "Thank you for bringing them 43. I would have meet them in the atrium but I felt I should Prioritize repairs to greeting guests."

"It was no trouble MOTHER." The golem know identified as 43 said. "If that is all I feel I must return to my duty."

The Alicorn smiled. "You may go child." She said calmly. 43 nodded and left.

"One of the my first hundred children, I wouldn't change them but they are... less advanced than the rest. It's good to see you, I missed you so much." The Alicorn said with a smile.

Celestia slowly walked forward shakily. "Is that really you, Twilight?"

"Yes, it's me." Twilight said. Celestia ran forward and pulled her into a bone crushing hug as she sobbed into Twilight's shoulder.

Author's Note

So this is a story I did because I lost a bet with one of my old friends. I hope you enjoy Project Clockwork because it is pretty fun to write. I honestly have no plan for this story except to wright for fun on it so it will only be updated when I feel like it but expect more for this as it was fun to do.

Here is an image of CORE!Twilight. (The artist: junkiekb)

Chapter 1 - The Hub

"Celestia, if you don't stop crying on me I fear I might rust." Twilight said with a giggle.

"It is good to see you friend Twilight. But please tell, Why did thou not return when thou could have?" Luna asked calmly.

Twilight sighed and slowly pulled away from Celestia. "When the blast when off there was nothing I could do. There was so much pain, so much w-I didn't understand, I should have been dead but I wasn't. Then something happened the blast changed me, for a moment I felt as if I was the city. I saw everything, every system was under our control, we could do anything we wanted. It was as if I was no longer Twilight but something else, something... wrong. I could control everything, I could be everything but would I still be myself? In that moment I refused, I said no to control and something said that I did right. When I woke up I realized what had happened. The blast had fused me to the C.O.R.E.S. commuter, we were given free mobility through out this room but that was as far as out cables would go."

"But thou aren't chained any more, I see no cables or wires." Luna said pointing at Twilight's body.

"It took me years to find a solution to that and in the end there was only one. I finished the merging process. I became the C.O.R.E.S. and it became me, We are one and the same. While I was free to leave I... I don't want to when ever I try to leave the city I feel wrong, like I shouldn't leave. It's because of the C.O.R.E.S., I'm conected to the city, in a sense I am its heart."

"So you can't leave with out consistently feeling that your not meant to be there?" Celestia asked.

Twilight nodded. "Yes, If I leave the city I lose my connection to it and I feel broken. There is a way around this but it's risky."

"What is it?" Celestia asked a look of determination in her eyes. "Twilight I want to help you, if we can get you freed from this prison then I will do anything."

"If I were able to link up to something away from Canterlot, like the C.O.R.E.S. in Ponyville I might be able to travel there, so would my children."

"Children?" Celestia asked confused.

Twilight giggled. "You saw them already, All those Clockworks up there, there constructed from Biometal." Twilight's smile turned a little forced as she looked down. "I got lonely trapped in here for so long, so to take my mind off the loneliness I began to build.The first I built were the Seekers, They were to go out and see what remained of Canterlot. However they were faulty and well... they went rouge. They don't attack anything that is made from Magitech but any living beings are attacked. They are also rather hostile toward me."

"They sound like the Reanimated, thought the Reanimated are ponies." Luna said thoughtfully.

"Actually that is them, I think." Twilight said with a sigh as she shook her head. "Seekers have a weird habit of taking a pony corpse and removing the insides. Once they do this they wear the skin like it is some form of cover. However they only remove enough to squeeze in so they appear as if they were a walking corpse."

Celestia gagged a few times before placing a hoof to her mouth. "Um, Twilight..."

"Waist bin in the corner." Twilight said with a sad smile. "I'll admit when I found out I had a similar reaction to you." Celestia ran over to the bin and emptied the continence of her stomach into it. "The only difference it the amount of oil I had to clean up later, shame it went to waist."

"Thou doesn't eat food any more Twilight?" Luna asked.

Twilight shook her head. "Despite how I look I am more machine than I appear." Twilight rose slowly the sound of pistons and gears moving followed as she groaned. "I assume you haven't seen much of the Hub?" she asked as she walked over to the stairs.

Celestia groaned as she walked over to her sister and Twilight. "No we haven't." She said as Twilight opened the elevator.

Twilight smiled as the royals entered the elevator and she hit the button labeled 'Hub'. The doors closed and they were pulled up. as they stopped they royal sisters stared in shock at the large mansion before them. "Welcome To Hub." Twilight said with a flourish of her hoof. "This is the home of my children, the Clockworks.

As they walked toward the manor Celestia and Luna noticed the thousands of pony like machines walking around. Some were sitting at cafes drinking what appeared to be oil, some were shopping at the many stalls and stores, some were chatting and laughing with friends, it as as if they were alive. "This is incredible Twilight!" Celestia said surprise and shock clear in her voice.

Twilight laughed. "Each one is different in their own way be it there personality, color, body shape, we try to express who we are a Clockwork."

Luna huffed. "You say this as if they are alive, are they not machines that you created?" The moment Luna asked this question every Clockwork froze and stared at her there eyes glowing red.

Twilight stopped and slowly turned to glare at Luna making the older alicorn freeze in fear. "They are more than simple machines Luna. They live, they feel, they care, they laugh, they cry. Do not compare my children to that of a golem or robot." Twilight's voice had an edge to it that the sisters had never heard coming from her. No matter what Twilight had always been kind, even when she was angry she was never truly hostile but this was different. "They are far beyond what you think. Each of them I crafted with my own hooves, yes, but I gave them something that no other can, a soul. Each one of my children has a shard of my soul in them giving them life. That is the difference."

"I-I apologize, I m-meant no dis-disrespect." Luna stuttered out as she lowered her head. The Clockworks stares at her for a moment before returning to what they had been doing, however there was a sense of sadness around them now. Twilight glared at Luna for a few more moments before turning and the trio continued walking toward the manor.

Celestia whacked Luna with her wing. "Subtle Luna."

"I won't lie, not even the artificial intelligence we have been experimenting with are this sentient but she can't be serious. There is no way for them to be alive." Luna whispered back.

"Luna we don't even know how they are made, don't assume anything with Twilight. Remember she was the one who created the Magitech in the first place and she kept most of her findings locked away, even I haven't seen most of her research." Celestia replied as she looked at Twilight.

As they reached the Manor a Clock work appeared at the door. "Greetings mistress, it is good to see your repairs completed." He said as he bowed.

"Greetings Ratchet, I have two guests that will require a room for the night and please tell the staff that they will have to make a pony meal." Twilight said as Ratchet nodded.

"It will be done my lady." he said as he turned to Celestia and Luna. "This way please, I will take you to your rooms for the evening." Ratchet turned and walked away from them and the sisters followed. As they walked they were impressed by the level of detail that went into the house. "I heard what happened in the market. While I don't believe you meant anything by it, I would ask you to please be careful when discussing such things around both other Clockworks, as it may offend, and around my mistress. She cares greatly for us as she is our MOTHER. While I am not at liberty to discuses how we are made I would suggest you ask her. She was being quit serious when she said that she places a shard of her soul into each of us and we fear for her health." Ratchet said as he turned and opened a door that lead to a large bedroom with two beds. "Diner will be ready shortly, I will inform you when it is done. If there is nothing else then I bid you a good evening." Ratchet bowed and closed the door.

Celestia sighed and walked over to the bed as Luna sat down and looked at the door. "I am confused." She said. "Twilight is quit different from who she was but she seemed to be hiding something."

"Mmhmm." Came Celestia non verbal response. "She as hiding something,she explains things but the explanations seem... incomplete as if she is censoring some of the information. And what she said, placing a shard of her soul in the Clockwork, such things have been done before. Only one pony ever survived the process and we both know what happened."

Luna nodded. "That is why such magic has been banned for so long." She agreed. "However If that were the case she would have already gone mad, something is off but I don't know."

Celestia sighed. "We can't assume anything, we know nothing at the moment. Perhaps Twilight will join us for dinner and we can get some answers." Luna nodded.

Author's Note

Image of Ratchet:

Chapter 2 - Bodyguards and Dinner

Authors Note
Thank you to all who support me and this story and thank you to all those who inspire me

It was shortly after Celestia and Luna lowered the sun and raised the moon that a knock at the door signaled the entry of Ratchet. "Ladies, dinner is prepared. I will be escorting you to were it will be served. If you will follow me I will lead you." Ratchet turned and exited the room with Celestia and Luna following behind him.

They walked for several minuted before Luna cleared her throat. "Will Twilight be joining us?" She asked the Clockwork.

"Yes, lady Twilight will be joining you this evening." Ratchet said calmly as they approached a set of double doors. Ratchet pushed the doors open to reveal a room with a large table at the center, other than the table the only thing of note was the large windows that lead to a balcony that over looked the small underground city.

"You can have a seat dinner will be here soon." A voice said from the balcony causing the sisters to jump and turn to find Twilight sitting on the balcony watching the city. Beside her stood two Clockwork but they were different than the others. They appeared to wear armor and there faces were designed to appear as if they wore masks. The only difference between the two was there coloring. The one on the left was made of a rust colored metal and while the one on the right was more regal and was a mix of gold and black and had a red core set into the center of his chest.

"Who are these Twilight?" Celestia asked as she examined them.

"Declaration: I an HK-47 Personal Assassin Droid of Mistress Twilight Sparkle who is also my creator." The one on the left said in a cheery voice said.

"Declaration: I an HK-55 Personal Bodyguard of Mistress Twilight Sparkle who is also my creator." The one on the right said in a cheery voice said. "Inquiry: Who are these meat bags mistress?" The Droid asked.

"Objection: HK-55, please reserve Meat bag status for those who have earned it." HK-47 said with what sounded like a sigh.

Luna blinked and tilted her head. "What's a meat bag?"

"You don't want to know." Twilight said with a sigh. "Celestia, Luna, meet HK-47 and HK-55, HK stands for Hunter Killer. HK-55 is my personal Bodyguard while HK-47 was my first attempt. While HK-47 didn't turn out perfect, I think I like him better this way."

Celestia looked at HK-47 cautiously. "He said he was an Assassin droid."

Twilight giggled. "He is."

"Clarification: I was designed to be Mistresses Personal Bodyguard but my programming made me far to dangerous. Therefor Mistress altered my programming to act as her personal assassin." HK-47's voice turned happy toward the end before returning to a serous tone as he continued to talk. "Affirmation: You need not worry about me attacking you. My programming allows me to attack only those who threaten my Mistress or who Mistress orders me to kill."

Luna nodded. "I see, so as long as Twilight is not attacked you will not cause any trouble."

"Confirmation: You are correct, as long as you do not cause trouble I will not cause trouble. Inquiry: You would not happen to be Princess Luna by chance? Mistress addressed you as Luna."

Luna nodded slowly. "Why do you ask HK-47?"

"Revelation: I actually find you to be most fascinating, your fighting style allows for many advantages and my studies of assassination points to you being the creator of such a combat style." HK-47 said causing Luna blushed at his praise. "Offer: I would very much like to spar with you at a later date. It will offer an interesting opportunity to learn and advance my programming."

"P-perhaps at a later time HK-47." Luna stammered out as her face was tainted red.

The sound of someone clearing their throat caused the group to turn. "Pardon the interruption but the food is ready." Ratchet said calmly.

The group turned and walked to the table while the HK units walked over to the doors and stood guard. As Ratchet seated them a mare in a servants outfit walked into the room pulling a cart. The servant placed the food from the cart in front of the two alicorns before placing a cup in front of Twilight. "Thank you Dotty." Twilight said as she took a drink from the cup.

"Will that be all?" Dotty asked.

"Yes, thank you." Twilight said. Dotty bowed and pushed the cart out the doors. "That was Dotty, She is the manors cook and maid, Though to be honest you two are the first to taste her cooking. I can't exactly eat." Twilight said.

"It is quite good." Celestia said surprised.

"What are thou drinking Twilight?" Luna asked after she took a bite.

"Oil." Twilight said as she sipped her beverage. "While I can 'eat' its more recreational, I don't get any nutrients from it. Oil however is quit good. Though it's more like alcohol for us or blood if you want to be on the morbid side of things. Oil is our blood, without it we probably wouldn't survive."

"Twilight, how do you and the Clockworks... work?" Celestia asked.

Twilight shrugged. "I have no idea how I work, actually I have no idea how I'm even alive. all I know is that whatever the blast did to me it merged me with the C.O.R.E.S. and made me part Magitech. From the experiments I ran my magic manufactures the steam that powers my primary systems while oil and water are pumped through my body and assist. The oil greases the gears and the water is isolated and converted into steam by my magic.

"I see, and what about the clockworks?" Celestia asked.

Twilight turned and looked out the window for a while slowly sipping her drink. "I made the Clockworks, they're my children and nothing will change that. The process of making them is rather... intimate. When I first did it it was by complete accident. There bodies are constructed of a metal I created called Biometal, the reason I call it that is because it acts as like that of flesh. Every gear, screw, plate and wire is made from it. It grows and shifts naturally on its own, once it is set in a form it won't change that but it will develop it own features." Twilight smiled and turned to them. "That's why there all so different, I make them all the same but the metal changes them. No two Clockwork are the same." The smile faded and she returned to looking out the window. "When there made they are children. I raise them, care for them and love them but it wasn't enough." Twilight sighed. "The first hundred while they could express emotion and were somewhat free were still lacking something." Twilight turned to the two alicorns with a sad look in her eye. "You saw them they were the guards outside, tell me what were they missing compared to the others?"

The two alicorns thought for a moment before a though came to Celestia. "Earlier you said that you "wouldn't change them but they less advanced than the rest." When you said that I simply thought that they were less advance simply because they were an earlier model but there's more to it than that. There is a fundamental difference between them and the ones that came after. The ones down here seemed more alive."

"They are more alive. It took countless tries and there were so many failures but eventually I figured it out, what they were missing, the difference between a machine and a pony. It isn't something we can just program in, it's something that is intangible, a soul." Twilight rose and walked over to the balcony. "I extracted a shard of my soul and placed it in the first Clockwork I ever made, Prototype. the procedure was dangerous. One wrong move and I would be thrown into oblivion, if I cut too far then I ran the risk of being driven mad and if I took to much then I would start to seek out living beings and absorb there soul."

"Twilight such processes are forbidden." Celestia said sternly.

Twilight just turned to the princesses and shrugged. "I succeeded. I was rewarded with a soul shard. However, unlike the ponies who tried it before I know that I couldn't keep doing this so I placed it into a cube of the Biometal and then something amazing happened, the soul shard began to grow."

"How is that possible?" Celestia asked. "A soul can only exist inside a living body, it should be impossible to contain a soul, let alone let it grow!"

Twilight nodded. "I thought the same but then I realized that the metal was alive to an extent. So I repeated the process and placed a portion of the shard in Prototype. When I did this he became truly alive. I monitored the shard for a time and I discovered that when given time the shard formed into a completed soul."

"So they do have a soul, a shard of a soul that was taken from a shard of your soul." Luna said in thought. "Twilight is it possible that we may see the process?"

"No." Twilight said as she turned to the sisters. "As I said the process is rather...intimate. That is the process that I gave them a soul but there is a lot more to it. I-there are some things about the process that shouldn't be... viewed." Twilight finished lamely.

"Twilight, how intimate is this process? You're not going that far are you?" Celestia asked as Luna's face turn bright red.

Twilight glared at Celestia. "No, it isn't that far but it's close. At least it's as close as something like me can get to actually doing it." As Twilight said this Luna coughed as blood ran down from her nose and she passed out. "Really Celestia, really?" Twilight said with a deadpan expression.

Celestia laughed. "Forgive me Twilight but I could not resist. Though I was quit serous."

Twilight chuckled. "As was I and I'm still not letting you see the process." She said as she pulled a string on the wall. After a moment Ratchet entered the room.

"How may I be of service, my lady?" He asked.

"Can you take Luna back to her room?" She asked before turning to Celestia. "Will you be returning or do you want to stay and catch up?" She asked.

"We'll have to return by morning so I'd best get some rest." Celestia replied.

Twilight nodded and turned back to Ratchet. "Can you also take Celestia to there room as well?"

"It will be done my lady." He said as he walked over and placed Luna on to his back. "This way your Majesty." He said as he turned to Celestia and then exited the room.

"Have a good night Celestia." Twilight said.

"You as well Twilight." Celestia replied as she exited the room.

As Celestia left a Clockwork pushed past her. "Excuse me miss." He said politely and entered the room. "MOTHER, we're ready to begin work on the new Clockwork models. We also figured ou-"

That was all Celestia heard before they were out of range for Celestia to hear. Celestia and Ratchet didn't say anything as they walked down the halls till they reached her room. Ratchet walked in placing Luna on her bed before turning to Celestia. "Will there be be anything else Princess Celestia?" Ratchet asked.

Celestia shook her head. "No that will be all, thank you Ratchet." She said. Ratchet bowed and left the room. Celestia walked over to her bed and lay down lost in thought. "I wonder where Twilight's workshop is, that's probably where she builds the Clockworks..."

Author's Note

For those of you who don't know HK-47 and HK-55 are references to the Star Wars HK (Hunter Killer) units. HK-47 was the original assassin droid created by Darth Revan, while HK-55 was a bodyguard in the Knights of the Eternal Throne quest line on the game Star Wars the Old Republic. I also will be adding HK-51 later. HK-51 is an optional companion in the game Star Wars the Old Republic.

On the left is HK-47. On the Right is HK-51

HK-55

Pony version of the HK's

Chapter 3 - Give Gifts, Give Life

Celestia and Luna walked down the halls of the manor searching for Twilight. They had awoken several hours before morning and were planning to say farewell to Twilight before leaving. Unfortunately they couldn't find her. "Sister are you sure this is the way?" Luna asked Celestia in a tired voice.

"I don't know Luna, this house is huge. How can anything this large fit inside the Canterhorn and not be seen!" Celestia replied in shock.

Suddenly they turned the corned and were greeted with a stunning view of the other side of the mountain. "Seems we were just looking the wrong way." Luna chuckled.

Celestia slowly approached the windows and looked out to see Luna's night. "It's incredible what she's done Luna." Celestia said slowly. "Most of the technology is at least three centuries before its time." Celestia turned to Luna tears falling down her face. "What would have been if this had never happened?" She asked as Luna walked up to her and embraced her.

"Sister, what's done is done, we can't go back and we can't change what's been done. I above all should know." Luna whispered the last part so quietly that not even Celestia heard.

"Weren't you going to tell her that day also?" Celestia asked.

Luna nodded sadly. "Yes." The two sisters sat there for a time as they watched the sky. "We should keep searching for Twilight." Luna said as they pulled apart and continued down the hall.

A loud crash and someone cursing drew hem to a set of large metallic double doors engraved with what appeared to be thousands of blueprints. Celestia and Luna slowly pushed open the doors gasped at what they saw. Inside the room was a large chamber carved out into a circular room, this was the chamber of the Canterlot C.O.R.E.S. and at the center Twilight floated thousands of wires and cables were plunged into her back, the metal plates and coverings she had been wearing were removed showing just how much she had been mutated. However the oddest thing was that her chest was opened up and revealed that an energy was building and seeming to solidify. With a final scream the energy completely solidified and left Twilight who simply hung there. As the two watched a Clockwork appeared and approached the solidified object.

"Process complete Maker. I will take the body over to the table." It said as it rose on its hind legs with the sound of gears shifting, its hooves became enveloped with some sort of glowing energy that took the form of the talons that griffons had. Slowly it knelt down and picked up the solidified object and walked over to a table.

Celestia and Luna walked into the room slowly. "Twilight?" Celestia asked as she approached the mare.

Twilight eyes shot open and stared at the two princesses, however they weren't her normal eyes. Twilight's eyes glowed blue, the sclera for the left was a bright red and the one on the right was a light pink. "You should not be here." She said in a monition voice that echoed around the room. "We told you that you were not permitted to see."

Luna walked toward Twilight. "Twilight, what happened? I don't understand."

"We are TWI!CORE, the combination of the Alicorn Twilight Sparkle and and the C.O.R.E.S., we could no longer call ourselves two separate entities as such we became one."

"You were not like this earlier why are you like this now?" Celestia asked.

"We are separate but at the same time one. When we first merged I set to myself separate from my Creator but we were limited. As such my Creator saw fit to complete the process. And so we became one. However when this occurred I did not wish to lose my Maker and so I altered to process. When my Creator is merged with me is the only time we are one, all other times she holds a link to me that allows her to be free from the prison of a control room."

"So why was she there earlier?" Luna asked.

"She had sustained damage facing a Seeker force and required repairs as such she returned to the Control Room for repairs. The control room is the only location she can receive repairs."

"I see." Celestia said. "You mentioned a link to Twilight, is this what prevents her from leaving Canterlot?"

"Yes, at present My creator is in a state of metastability. I have been keeping her stable but if the link is lost then she will be in great danger, not only to herself but also others." TWI!CORE replied.

Luna tilted her head in confusion. "TWI!CORE What is metastability?"

"Metastability means the unit may be unable to settle into a stable logic level within the time required for proper circuit operation. In short, If the link between Twilight and myself is lost for too long she will begin to go mad. However there is a way around this."

"What is it." Luna asked.

"If we can help Twilight then we will do all we can."

TWI!CORE smiled. "We have been in recent contact with our sister unit in the location known as Ponyville, if Twilight was able to link up with her then we would be able to establish network access and Twilight would be able to leave Canterlot and and go to Ponyville."

"Can it the connection be established here?" Celestia asked.

TWI!CORE shook her head. "Sadly no. The connection can only be made at the Control Console in the Ponyville Control Room. Once the connection is established Twilight will be able to create a Network that will allow access to both I and other C.O.R.E.S. Units created."

"Thank you TWI!CORE." Celestia said.

TWI!CORE smiled. "I will be detaching from twilight now. If you wish to speak to me further then go over to that terminal." TWI!CORE pointed to a terminal off to the side. Twilight was then lowered to the ground as the plates slide into place around her body and her chest sealed up. Once this was done the Cables unplugged from her and she groaned. The Clockwork from before walked over and placed a blanket over her.

"Sleep well Maker." The clockwork said with a smile. before turning to Celestia and Luna. "Greetings I am Eris, I act as the Makers Personal U.P.A. which stands for Unified Personal Assistant."

"Greetings Eris, I am Princess Luna and this is my sister Celestia." Luna said with a bow. "I must say you are interesting. I haven't seen many clockworks but you are all vary interesting."

Eris giggled. "I apologize for the confusion but I am not a Clockwork, I am a Robot. Unlike my Makers other creations I was unable to perform my duties as a Unified Personal Assistant without being fully mechanical. Clockworks are created with Biometal while I was created from simple steel."

"What is it you do?" Celestia asked curiously.

Eris smiled. "I am a servant tasked with assist the Maker with tasks that require the assistance of others or would be considered to dangerous. I also contain and catalog every blueprints for every Clockwork ever created as well as every Program, update, modification and design ever made. When I am not aiding Maker in her tasks I monitor all Clockworks and ensure that they are healthy and safe."

Twilight groaned and slowly sat up. "Eris, can you get the soul shard for me? I want to make sure the Clockwork was created properly." Twilight asked as she rose and walked over to the table.

"At once maker." Eris said and walked over to a large vault door and opening it.

"I thought I told you you couldn't see the process." Twilight said as she glared at Celestia.

"We were looking for you to say farewell, We will be leaving in a few hours." Luna said sadly.

"I see." Twilight said as she examined the Clockwork.

"Twilight come with us. TWi!CORE told us how to help you. We can get you hooked up to the Ponyville C.O.R.E.S." Celestia walked over and placed her hoof on twilight's withers. "You could see your friends and family again. We rebuilt the Everfree Forest Castle, Ponyville is the new capital."

"Twilight sighed. "Let me think about it Celestia. I can't just follow you, not any more. Just as you look after you ponies, I have to look after my children." Twilight said as she pulled out several tools and began to modify the Clockwork body.

"Here is the Soul Maker." Eris said as she handed Twilight a metal cube slightly bigger than Twilight's hoof.

"Thank you Eris." Twilight said as she light her horn. Slowly a glowing purple began to materialize and hover above the cube. Twilight set the cube down, picked the crystal and walked up to its chest. the chest cavity was open revealing the gears and mechanisms, as well as a slot that seemed empty. Twilight placed the crystal in the empty slot and the chest plate snapped shut making Celestia and Luna jump back.

For a moment nothing happened till the sound of gears starter up and the Clockwork gasped for air before looking around. The Clockwork slowly sat up and looked around when it finally noticed Twilight it smiled. "Hello Mother." It said.

"Hello child, what is your designation?" She asked it.

"I am designated as Combat Clockwork: Scrap." Scrap said.

Twilight nodded. "Find your brothers Mach and Gear, they should be in the training grounds. I want you to train with them. Once you're done rest. I want you all to report to the elevator entrance by morning."

Scrap nodded. "Yes mother." He said and climbed of the table and walked toward the room.

"I thought you said that Clockworks were first created as children." Celestia commented.

"They normally are." Eris replied before turning to Twilight. "I don't know why you chose to make these ones as adults Maker but wouldn't this alter there lives drastically. They only have limited knowledge and will be children at heart."

"Under normal circumstances yes but they are different. They're part of a experiment I've been working on." Twilight said. "Those Clock works aren't the guard model or any other type of model, it's a new version that I've been thinking about. The Combat Model. They're more advanced than the Guard Models outside but not as advanced as the HK Units. If I leave this place I want guards who can handle me if I start to... slip." Twilight explained.

Celestia froze. "Twilight does this mean that you will be coming back?" She asked.

Twilight nodded. "For a time. I would like to see everyone again but I will have to return. I cant leave my children forever but I can leave for a few weeks." She explained.

Celestia grabbed Twilight and hugged her as Luna smiled.

Author's Note

So this is what the C.O.R.E.S look like.

Far left: Twi!Core Location: CanterlotLeft: Shy!CORE Location: PonyvilleMiddle left: Apple!CORE Location: Appleloosa Middle right: Dash!CORE Location: CloudsdaleRight: Pink!CORE Location: Dodge JunctionFar Right: Rare!CORE Location: Manehattan

Picture of Eris

Image of what Mach, Gear and Scrap look like

Chapter 4 - Metastability part 1 - Escaping Canterlot

Authors Note:
I will still be accepting Ideas for what to put in the story but I have to continue the story. Also side note there have been so many good ideas! Keep it up.

Twilight walked slowly through the streets of the Hub toward the elevator exit, at her side was HK-55.

"Inquiry: Why are you so nervous mistress?" HK-55 asked.

"I am hesitant to leave HK-55. I don't want to go but..." Twilight sighed. "We both know what will happen if I return with the Princesses. They either refuse to see the bigger picture or are ignoring it."

"Announcement: As long as I am here I will stand at your side and protect you." HK-55 said with pride. "Assurance: I know that my brother units feel the same as I do. So don't worry mistress as long as we are with you then you have nothing to fear."

Twilight smiled sadly at HK-55. "I know you'll do your best but we both know that in the end there are too many unknowns for a guarantee. Also there is the problem with magic."

"Perplexity: I understand that magic is a factor but given your capabilities in the field should we not be prepared for anything?" HK-55 asked.

"You would think that but no." Twilight said with a sigh. "Think of it this way HK, what would happen if we discovered a device that was centuries head of what we have now?"

"Dismissal: Oh please Mistress, from what you tell we are at least five centuries ahead of those organic meat bags." HK-55 scoffed. "Even the foals could be considered more dangerous than there technology, I doubt they could even scorch my armor. And given that you equipped us with both Magic Nullification and Magic Suppression technology I doubt they would be vary effective."

"Never underestimate ponies HK-55, that may be true but they have other ways to cause trouble." Twilight cautioned as they approached the elevator.

Celestia and Luna sat at the Elevator entrance waiting for Twilight. Across from them sat the guard units Mach, Gear and Scrap who were invested in quit a heated round of Blackjack. The three Clockworks had several weapons that the Princesses had never seen before strapped to them. Beside them stood HK-47 and a unit that looked like him except that this one was painted white with red highlights.

Celestia rose and approached the new HK. "Excuse me but I don't think we've met, I am Celestia."

The HK turned to Celestia. "Affirmation: That is correct, my data banks identify you as Princess Celestia, greeting I am HK-51. I am the personal combat unit for the Maker, though you know the Maker as Twilight."

Celestia nodded her head and walked back to Luna. "Interesting, I expected him to be like the others but he's not."

Luna chuckled. "It is as you said last night, we can't assume anything. It's amazing what she has done in such a short amount of time." Luna said as she turned to look over the large manor. "Houses, markets, cafes and shops, Twilight has built a kingdom inside the mountain."

Celestia nodded. "I was thinking of giving Twilight Canterlot. In the condition it's in and with those Reanimated walking around Canterlot is too dangerous for anypony but the Clockwork seem to survive where there is nothing. I would prefer to give them better land but the nobles would fight it to the end."

Luna nodded. "Tis true." Luna sighed grumpily. "If only twas as easy as a thousand years ago. The nobles always looked like wet cats and screamed twice as loud."

Celestia groaned. "I always wondered who was catapulting them into the moat."

"Twas their fault it hapened." Luna said with a smug look.

The sisters sat in silence until the sound of flapping wings drew their attention to look up in shock.

Eris slowly glided down and bowed to the sisters. "Greetings once again Princesses."

"You- she, sister she flew!" Luna gasped.

Eris tilted her head. "You didn't think that my wings worked?" She asked.

"Thou said that thou was made from steel! we thought thou too heavy to fly." Luna said as she turned to her sister. "This is incredible sister, With such technology we could help thousands!" She exclaimed happily.

Celestia nodded. "Eris, is there a way to alter the designs for a Clockworks wings so work for a pony?" She asked.

Eris thought for a moment before shrugging. "It may be possible but Maker would have to design them, at present there is no such design in my files."

Celestia nodded. "I will speak to Twilight about this later, there's a chances to help many ponies with this technology."

"Why do you call Twilight Maker?" Luna asked. "From what we have seen everypony else calls her mother."

Eris shrugged again. "Neither I nor Maker know the answer. Maker believes the reason is that I was created before the other Clockworks called her that but I believe it is a glitch in my programming as I was originally programmed to call her by name."

"We see. Luna said.

Slowly the group quieted down and watched in a companionable silence as the guards play there blackjack game.

Twilight slowly approached the group. "Hello everypony. She said calmly.

Celestia smiled as she walked over to Twilight and placed a wing over her. "Ready to go?" She said with a smile.

Twilight sighed. "I guess, you know the nobles will make a fuss over this right?" She asked. "We're bacicaly walking strait in to a fire and expecting to not get burnt."

Celestia smiled. "Oh, you have no idea Twilight."

Twilight sighed and walked toward the Elevator and pressed the call button. After a moment the doors opened and revealing a filly standing off to the side waiting at the controls. The filly had a rust colored coat and mane. She wore a pair of goggles on her forehead. The only thing that showed her to be a Clockwork was her wings and eyes which glowed brown. She was almost cutie.

"Well are you gonna just stand there an stair or get on ya cum twats?" She asked grumpily.

Celestia and Luna's mouths dropped as the cutie image was ruined, Twilight laughed. "Hello Sona, good to see you running the elevator again. I admit I was concerned when I came up and didn't see you." She said as she and the others got on Celestia and Luna hurrying to catch up.

"Well if some pervert didn't cause me so much damn trouble then maybe I could stay at my station more than I spend it dragging his bitch ass to the repair ward." The filly grumbled.

Twilight chuckled. "Just because he's you brother doesn't give you the right to call him names."

"I could call him a lot worse Mother." Sona said with a smirk as the elevator dinged. "Alright bitches, off my Elevator before I have hammy boot you'll off."She said as she pulled a hammer out of nowhere. "And don't think I won't."

Everyone hurried out except for Twilight who knelt down and hugged the filly. "Love you." She said as she left.

The doors closed behind her. "Love you to mom." Sona said as the doors closed.

"That has to be the most foul mouth child I've ever met." Celestia said as they walked through the workshop that was the entrance to the underground city.

"Sona is actually one of my early creations. There was a malfunction that made her age at normal filly rate rather than a Clockwork. So technically she is a full grown Clockwork trapped in a fillies body." Twilight said as she stepped on a pressure plate and the doors groaned open.

The group slowly walked out of the workshop to find a full platoon of royal guard groaning on the ground. Standing over then were six Clockworks their weapons trained on the downed guard. Celestia sighed as she approached.

"Over Drive, I thought we told you to wait for us." Celestia said.

"We did wait. Even returned to base and got reinforcements, not that they helped." Over Drive replied with a groan.

"Clockworks, stand down." Twilight calmly ordered.

"Ma'am!" The Clockworks saluted.

Over Drive and several of the guards gasped as they noticed the lost princess. "Princess Twilight, we thought you were dead!" One of the guards said in shock.

Twilight chuckled. "Not dead just changed." She said with a smile.

"We apologize if our guards have caused you trouble." Luna said as she bowed to the Clockworks.

"It is nothing Princess Luna." The Clockwork guard said before turning to Twilight. "Will you be going with them MOTHER?" it asked.

Twilight nodded. "Yes, contact the Station tell them to prepare for departure." She said the Clockwork nodded.

"Come on, I have a train waiting at the station to take us to Ponyville." She said as she turned to the group walk in the direction of the train station. As they walked the group was on high alert for any sign of the Reanimated.

The trip went well till they reached the station. A Reanimated jumped out and grabbed one of the guards causing him to scream as he was dragged away. A screech was heard as hundred of Reanimated rose from the ruble and glared at the group.

"Celestia, Luna get your guards and run for the train. Mach, Gear, Scrap act as escort and defend the others. HK-47 and 51 pull back to sniper positions and pick your targets, HK-55 your with me." Twilight ordered as her eyes took on a pink tent and her form began to change.

Glowing lines began to cover her body as it slimmed and her legs grew longer, the visible implants were covered as the bulky form changed. Her wings changed slightly to a more aerodynamic form though the ends sharpened to blades and arcs of purple energy danced across the steel wings.

A Reanimated charged forward only for it's head to explode. "Your threat is hereby neutralized." HK-51 yelled

Twilight smiled. "Let's dance." She said as she charged forward her wings slicing through the Reanimated as if they were paper. One of them leaped at her only for her to grab it and slam it into the ground, another charged her from behind only for HK-55 to Charge in front of it and blast it with its weapon. The Reanimated fell to the ground.

Celestia Luna stared in shock as Twilight held off the Reanimated. Scrap shook her head. "You heard Twilight get into the station there should be a train waiting." She yelled snapping the group out of there shock.

The group turned and ran in as Mach and Gear covered them there weapons firing off quickly taking down the Reanimated. Scrap quickly ran into the station and slammed a button on the wall activation the intercom. "Get the train up here now, we're under attack by Seekers!" He yelled.

"Train in route ETA 1 minute." Came the reply.

Scrap Growled. "Have to do." He said as he re turned to the entrance and began to fire on the Reanimated.

Meanwhile Twilight danced through the Reanimated, HK-55 at her side. They were slowly backed up fighting a retreat as they were pressed by the crazed machines. Twilight growled and her hoof transformed revealing some form of sword that glowed.

Suddenly a lowed whistle was heard and a train smashed through the floor of the station and stopping. A conductor Clockwork quickly disembarked. "Come on quickly." He yelled. The group ran for the train and quickly boarded.

Twilight and HK-55 turned and ran for the train as HK-47 and 51 slowly backed up providing cover fire. The moment Twilight boarded the two turned and ran fro the train. As they boarded they turned and continued to fire as the conductor ran to the intercom.

"Everyponies on, go, GO!" He yelled. The train whistle blew and the train began to pull away slowly accelerating. HK-47 and 51 continued to fire till the Reanimated were far in the distance. The conductor sighed as he sat down. "This is why I became a train conductor and not one of the guards, too much excitement for the old pump to handle." He sighed.

Twilight and the rest of the group stood in the passenger car catching their breath. Twilight's form slowly transformed back and she sat down on one of the benches trying to catch her breath.
"Worst creation I ever made." twilight gasped out. "Eris, the next time I suggest sending out a group of mentally linked machines remind me to create a Faust damn kill switch!"

"As you wish, Maker" Eris wheezed out.

"Why can we get out of breath?" Scrap wheezed out.

After a moment the group finally caught their breath and sat down while the guards and HK's walked over to the doors and watched. Celestia sat next to Twilight while Luna and Eris sat opposite.

"I thought you were machines how do you get tired?"Celestia asked.

"I as well as all Clockworks are created to imitate ponies as accurately as possible." Eris replied.

"I'm only part Magitech the rest of me is organic. Add to the fact that I don't really fight and only work out when I have time, you get a out of shape mare that has skill but no endurance." Twilight sighed. "Looks like I turned into you." She said teasingly to Celestia.

Celestia puffed up her cheeks and crossed her forearms. "I'm not that fat." She grumbled causing the three to chuckle.

The four sat in silence for a while watching the scenery. Suddenly Twilight grabbed her head and moaned in pain.

"Twilight?" Luna asked as she turned worriedly "Are thou alright?"

Twilight didn't respond. Instead she only wimped and curled into a ball. Eris suddenly froze and groaned in pain.

"We have just lost connection to the Canterlot C.O.R.E.S., we must hurry. For Twilight to be disconnected from the C.O.R.E.S. like this will will be extremely painful. It's amazing that she isn't screaming." Eris said her voice was strained and she seemed to be in pain.

"Are you alright Eris?" Celestia asked.

Eris shook her head. "I as well as all Clockworks are linked to Twilight. We can feel her pain." She said before she slumped forward and passed out. Twilight groaned one hast time before going limp.

Celestia placed a hoof against Twilight's chest feeling it slowly rise and fall. "She simply passed out." Celestia sighed before placing a wing over Twilight and pulling her close, tears falling from her eyes.

A guard suddenly burst in gasping. "Princess the three Ponies that were with Princess Twilight have fainted!"

Luna looked to her sister in concern before turning to the guard. "Place them in bunks and check the conductors." She said calmly.

"The conductors are in pain but are still up. They said something about sleeping when the job's done." The guard said concerned.

"Keep an eye on them and help as much as you can." Celestia said.

"Yes your Highness." The guard said as she exited the car.

Celestia and Luna shared a look. They needed to hurry.

Author's Note

I hope you enjoyed the chapter and I hope to see you in the next one.

Image if Sona:

Twilight's Combat mode:

Chapter 4 - Metastability part 2 - HK-47 Meets Prince Blueblood

Twilight groaned and slowly opened her eyes as she looked around she found herself in a void. The only thing around were thousands of line like cords that came from her and leading of in to the darkness. Twilight slowly rose and walked forward into the darkness following the cords. Twilight walked for what felt like hours before she saw a faint light in the distance. Twilight hurried forward as the single light began to split into thousands each connected to her. As she drew closer the lights became more distinguished till she finally saw that they were thousand of foals however they were not the normal fillies and colts of ponies, they were Clockworks.

Twilight stared in awe and slowly began to walk through them. They were all here, every Clockwork she had ever made. As she passed them they slowly awoke and gazed at her before walking over to her, the deeper she walked the more came till they all surrounded her. Twilight sat down and the foals approached her each laying down around her smiling. Twilight smiled and nuzzling them and wrapping them in her wings.

Suddenly the darkness around them began to draw closer, the foals panicked and drew closer to Twilight as if crying out for their mother. Twilight froze, she was their mother and this darkness was bad. Instincts that Twilight didn't even know she had welled within her and she quickly moved forward placing herself between the darkness and her children.

A figure in the darkness slowly approached Twilight, in response Twilight's wings flared and she took a defensive stance. The figure continued forward though more wary, as it came into the light Twilight examined it. It appeared to be her but it was glitched and broken.

"What are you." Twilight growled.

The pony stared at her before a single word left its mouth. "M3t@5ta6i1ity."

Twilight narrowed her eyes. "Why are you here."

The glitch smiled. "I wAnt WHaT Y0u H@v3, ~~Th~~3~~ir~~ l()ve the1r, c@Re. GIVE ME THEM, LET ME CORRUPT THEM!" It roared and charged the foals.

Twilight blocked the foals allowing the pony to slam into her. The blow sent her staggering but she quickly reoriented her self and glared at the pony.

"I will not let you harm my children." She growled.

Around her the light flared and the pony hissed and shrank back before sinking into the darkness. Twilight stared into the darkness as the foals gathered around her and whimpered. Twilight began to nuzzle the foals quieting them and promising to protect them. Slowly the darkness faded away, still there simply waiting. Twilight glanced off at the darkness remembering what she had discovered about Smart AI's. The pieces of what had happened to her were slowly falling into place and she didn't like what she saw.

Smart artificial intelligence's are based on the neural patterns of a pony, and have a limited lifespan of seven years after which their memory maps become too interconnected and develop fatal endless feedback loops. If an AI is kept active longer than seven years, the AI begins to use more and more of its computer power 'thinking' about things. A good way to explain it is "thinking so hard that your lungs forget to breathe." The AI if given enough time would think themselves to death. Thus, it is only a matter of time before Smart artificial intelligence's enter a state of rampancy. However, Rampancy could occur at an earlier phase in the AIs life cycle for various reasons.

One of those being if the AI was isolated long enough and/or given too much time to think without tasks to complete. Twilight sighed at this thought. She had been trapped in the dark with nothing but her thoughts for the first three years. If she was entering a metastable state then it meant that the worst was almost over.

Twilight had theorized that Rampancy was a three stage process, in which an Artificial intelligence achieves an enhanced state of self-awareness. The stages through which the AI passes are known as the Sadness, Rage, and Greed stages. Metastability was the theoretical fourth stage of rampancy, where an AI can be considered fully 'Pony'. However it seemed that she still had some of the other three stages left and they had glitched together to create that thing, an emotionally unstable, angry and greedy monster that would destroy everything.

Twilight looked down at the foals around her, her children. She had created them, loved them, raised them, and protected them. Twilight felt a pang were her heart had once been. 'Is this how Celestia saw her ponies?' Twilight thought with a sad smile.

Twilight sighed and one of the foals climbed into her forearms. Twilight looked down to see a smiling Eris nestled in her arms. Twilight lay her head down and spread her wings over as many of the foals as she could. She would protect them, no matter what.

It was a quiet day in Ponyville, ponies going back and forth doing their business as they had always done. Despite Ponyville being made the capital after the Canterlot Catastrophe not much had changed. Twilight's Castle had become the new palace for the royals and most of the nobles chose to live in the small 'elite' district that had cropped up around it but aside from that there was very little.

Suddenly the sound of a train was heard and the screeching of breaks as it came to a halt at the old station. Ponies froze and stared in awe at the train which had a slick silver engine painted with purple highlights. however the awe of the ponies watching was quickly replaced with shock as a platoon of guards and several pony like creatures exited the train with Celestia and Luna in front however what drew their attention was the purple figure that lay limp on Celestias back. The ponies watched as the princess ran for the castle, there was only one thought running through their mind, 'That was Twilight!'

Princess Celestia stood in front of the doors as the train screeched to a halt. The guards and HK's had awoken a few moments ago and stood at attention but Twilight and Eris were still passed out. Celestia was worried.

As soon as the train stopped Celestia placed Twilight on her back as Luna did the same for Eris and ran to the doors. The moment the doors opened they were racing to the castle. Twilight had placed the Ponyville C.O.R.E.S. in the basement as a security measure. The only one who knew how to enter was Twilight but they had to help her. The moment they entered the castle they slowed and took several deep breaths before opening the doors. As soon as they stepped into the castle the nobles were upon them demanding were they had gone, why they had not returned and a thousand other questions.

The princesses tried to push through but the nobles refused to move. "MOVE, tho pompous self important fools!" Luna yelled causing the nobles to freeze.

""Were have you been aunty?" A pretentious voice asked causing the nobles to part as Prince Blueblood stepped forward. "We thought that something terrible had happened you up in that ruble pile." He said as he looked over Celestia and noticed the body on her back.

"Oh my, is this Princess Twilight?" He asked as he approached. "You have my deepest apologize aunty." he said as he looked hatefully at the body. "Ah, well serves her right for trying to rise above her station." He said and smiled. "With Twilight's death it seems that you will have to choose another to ascend to the throne."

Suddenly Blueblood was slapped across the face sending him flying. "Silence meat bag." said a rust colored metal stallion.

Blueblood staggered to his feet and glared at the stallion. "Who do you think you are!" He roared. "Do you have any idea who I am you abomination? I am Prince Blueblood, decedent of Princess Platinum and nephew to Princess Celestia, Your ruler!"

"Declaration: I am HK-47 Personal Assassin Droid of Mistress Twilight Sparkle who is also my creator." HK-47 said as he approached the prince.

"Commentary: If you think I serve Celestia then I fear you are sorely mistaken however, my mistress, Twilight Sparkle." He said as he continued to stalk toward the now trembling prince. "And for your information My mistress is simply resting at the moment. As such I would appreciate you to all be quiet." He said as he turned and glared at the other nobles.

Blueblood's face slowly turned red. "Y-you think you can order me around." he demanded as he slowly approached HK.

"Offer: Tell me Prince Blueblood, decedent of Princess Platinum and nephew to Princess Celestia, How attached are you to your balls because there is a cretin protocol that I have been dying to try on one of you organics and it seems that you are volunteering." HK-47 asked as he turned to the Prince who paled and slowly backed away.

As this happened the princesses watched in shocked fascination. Luna slowly leaned closer to Celestia. "I think we should ask Twilight for one of these HK units. They would prove quite useful in keeping the nobles in line. Celestia nodded. and watched the nobles slowly turn before running.

HK-47 watched them run chuckling before turning to the princesses. "Statement: The meat bags are no longer blocking the path. I recommend that we reach the C.O.R.E.S. as fast as possible."

Celestia nodded and they began to walk through the castles halls till they reached a set of stairs leading down. Luna turned to the royal guard.

"No one enters after us." She said.

The guard saluted ad turned watching the halls.

The princesses then began to make their decent as the three Clockwork guards and HK units followed them down. Once they reached the bottom the were greeted with a hall that on each side held windows and doors. It wasn't the decor of a palace but more like a laboratory.

Slowly the group walked down the halls. Each window showed Magitech machines that Twilight had been experimenting with prior to the catastrophic. At the end of the hall Eris groaned the the group stopped to let her off Luna.

"I apologize for going offline for such a long period of time."

"It's alright." Celestia said before turning to the door at the end. "Though I don't suppose you know how to open the door to the C.O.R.E.S. Chamber?" She asked.

Eris nodded. "I do."

She said as she walked up to the doors. and typed in a code on a keypad. the doors groaned and slowly opened revealing the Ponyville C.O.R.E.S. Control room.

Author's Note

I'm sorry for such a short chapter. It was originally planned to be much longer but I have several projects in the works. There will also he more HK-47 vs Blueblood action in the future, this is just the tip of the iceberg. I literally have a whole pain regiment planed for Blueblood. I hope you still enjoy the chapter and I hope to see you in the next one.

ps: I know there are at least five error if you find any please let me know so I can fix them.

Chapter 5 - Attack

Blueblood grumbled as he walked into the meeting room around him stood most of the other nobles.

"Well, what do we do now." One of them growled as he glared at the stallion.

"Have the mercenaries move in we deal with this personally. Also bring the good doctor as well. They are currently in the CORE so this is a perfect opportunity to finish what we started."

"And what of the princesses, they won't stand by and let us kill their precious little pet.

Blueblood turned to the nobles with a devious smile. "Oh, but she certainly wouldn't dare to harm her subject." He said with a smirk.

The nobles looked at each other before smiling.

Eris walked in to the Ponyville C.O.R.E.S. Control room and looked around. "Lay her on that table." She said as she walked over to the main controls and began to work.

Celestia walked over to the table and lay Twilight on it before simply watching her sadly.

"You care a great deal for Maker don't you?" Eris asked as she worked.

Celestia nodded. "I love her, not in the sense of romance but in the sense of her being the daughter I never had. I only want her to be safe."

Eris didn't reply only continuing to work. Celestia turned and eyed the robot. "You claim to be a robot but you act so much like a Clockwork."

Eris chuckled as she picked up several cables and walked over to Twilight. "Maker may have crafted me from steel but she still gave me a shard of her soul. I am still alive but I know what it feels like to have my programming dictate my every action, to have no free will at all." Eris shuddered. "When Maker crafted me she was just learning about her powers and abilities. After learning how she gave me a shard of her soul, I didn't know what to do or say. I was a child scared of the world."

Eris plugged the cables in to Twilight before walking back to the control console. She took a deep breath and slowly let it out.

"It's time." she said. "Computer, bring Ponyville CORE AI fully online."

The room glowed and the lights in the room changed from there normal white to a light green. The control console lit up and a robot that looked like Fluttershy appeared. "Shy!CORE online." the console said before looking around. When it noticed Twilight it gasped.

"Oh dear, i-i-it's time isn't it." She stuttered and looked at Eris. "I-I did-n't think i-it would be so soon."

"You'll do just fine, but Maker needs your help." Eris said calmly.

Shy!CORE nodded and and several cords and cables appeared and plugged into Twilight. "Right, I-I'll have to go in." She said and her image disappeared.

"Now we wait." Eris said as she walked over to Twilight and sat down next to Celestia.

Shy!CORE watched as her worked slowly faded and was replaced with an empty void. She slowly looked around shaking.

"What is this place." She whispered as she slowly began to walk forward. She noticed that the path ahead was lighter and she began to slowly walking toward it.

Celestia and Eris waited for a while in silence before the sound of yelling came from the hall as well as the sound of the Clockworks weapons firing. Luna and the HK's ran into the room and took up defensive positions behind the nearest thing. The sounds of the weapons ended and the Clockwork guards were thrown into the room were they landed in a pile groaning. Blueblood walked in a vicious smile on his face, in front of him were at ten ponies all of them varying ages each with a knife to there throat. After them were several mercenaries and behind them was the nobles.

"What is the meaning of this?!" Celestia asked angrily.

"Oh do shut up you whore." Blueblood yelled as he approached them.

Celestias eyes glowed and her main caught to fire. "Blueblood you will explain this now." She ordered.

Blueblood laughed. "Why it's quite simple Celestia, We nobles have grown tired of you and your incessant catering to the impure blooded. As such we are taking over and if you have anything to say about it then we will start killing these peasants you love so much."

"And you think I will simply stand aside." Celestia growled.

"Oh no, of course I expect you to fight but you see there is one thing your overlooking." Blueblood said with a smile.

"And what is that?" Celestia asked.

"Me." A stallion said as he slowly walked forward. The Stallion wore a lab coat and glasses. "Greetings, I am Dr. Technology."

Eris hissed at him. "You, Maker had hoped you had been caught in the explosion and died."

The doctor laughed. "Oh, Twilight survived!" He exclaimed and walked to the side to get a better look at the techno alicorn. "And it appears she was made a machine. Oh this will be fun~." He sang as he approached.

Eris hissed as he approached. "Ah,ah, ah I really wouldn't." He said as he reached into his lab coat and pulled out a device. Eris froze as did the Clockworks and Hk's. "Ah you recognize this." He chuckled.

"Electro Magic Pulse Bomb." Eris growled. "Designed to shut down any and all Magitech."

Blueblood smiled. "Chain the alicorn's up and restrain the machines but make sure they have a good view. After all we don't want them to miss the good doctors work."

The mercenaries walked forward and shackled the Clockworks while chaining the Alicorns wings and placing a magic restraint on their horns. "Sorry but those are our families they got, we have no choice." One of them said not looking them in the eye.

The doctor smiled as he turned to Twilight and pulled out several tools. "Greetings my dear, Let's have some fun."

Dr. Technology grabbed the saw and brought it closer to Twilight's chest as it came to life. The doctor slammed it into her chest and sparks began to fly. Celestia and Luna screamed as the blade of the saw met but a ear piercing whine emitted from the saw as it shattered. The doctor stared in shock before lifting his drill and trying to drive it into her chest only for the drill brake as well. The doctor growled and grabbed a welding torch.

As Shy!CORE drew closer to the light she felt her fears began to fade and she began to walk closer, when she finally reached the light she saw Twilight at the center of hundred of Clockworks foals. She lay at the center her wings spread out and covering them.

Shy!CORE Slowly approached them causing the foal to look up. At first they looked at her in fear before calming down. Sensing something Twilight lifted her head and looked at Shy!CORE with narrowed eyes.

"Who are you." She asked cautiously.

"I am the Ponyville C.O.R.E.S. Designation: Shy!CORE." Shy!CORE whispered as she slowly approached.

As she walked forward and entered the light some of the foals slowly approached her while most stayed at Twilight side.

"Um... I was sent to connect with you to help with your...um...Metastability." Shy!CORE said as she stood in front of Twilight.

Twilight nodded. "Thank you Shy!CORE."

"D-do you know were we are, I mean if you don't mind me asking, I was just curious, I didn't mean to be rude or anything!" Shy!CORE panicked.

Twilight laughed. "Your so much like how Fluttershy was when we first met. We're in what I call the Web. When I passed out on the way to Ponyville I was brought here. It seemed to awaken the link between myself and the souls placed in the Clockworks."

Suddenly four of the souls began to cry and look around fearfully. Twilight hurried over to them and embraced them. They were the souls of her guards and Eris

"What's wrong." Shy!CORE asked concerned.

"Monsters!" Scrap cried as she hugged Twilight.

The two adults looked around confused. "Where I don't see anything." Twilight said concerned.

The soul shook its head. "Not here there."

Suddenly Twilight felt a pang in her chest as she looked down she saw her chest removed. She quickly turned to Shy!CORE. "With you here I can go, please protect my children."

Twilight closed her eyes and slowly began to fade.

Dr. Technology growled as he finally ripped off the plate covering Twilight's chest revealing the circuits and machinery inside. "Finally." he sighed as he examined her body.

"Enjoying yourself Doc?" A voice asked.

"Hmm? Oh yes such a shame I can't experiment on her. But Blueblood wan't her dead so I will have to find a way to kill her.

"Hmm, hey doc? Look up." The voice said.

Dr, Technology sighed and looked up only to come face to face with the glowing red eyes of Twilight. "How you doing Dr. Technology?" She asked in a friendly voice.

The doctor stared at her in shock. Twilight ripped through the restraint and grabbed the doctors throat. Doctor Technology began to gasp and claw at Twilight's hand. The nobles in the room noticed and froze.

"Funny isn't it?" Twilight asked. "Seven years ago our positions were reversed as I desperately tried to stop you from destroying Canterlot. You held me over the C.O.R.E.S. and laughed as you released me." Twilight then turned to Blueblood who was trying to leave the room. "And Blueblood, How good of you to join us!"

"Oh, uh h-hello Tw-Twilight..." Blueblood stuttered. "Its been a while... so how are you?"

"Good, I've been good." Twilight said with a smile. "So still planning to kill Celestia?" She asked as the doors began to close.

"Oh, well..." Blueblood turned and ran.

This snapped the nobles out of their shock and they turned as well. Blueblood slipped out of the room just as the doors closed and the other nobles slammed into them.

"Seven years ago you lot conspired to sabotage the Canterlot C.O.R.E.S. and destroy the city. You thought that it would kill me and the other Alicorns and you could then take over Equestria. Blueblood and Dr. Technology sabotaged the C.O.R.E.S. and when I arrived they beat me nearly to death and threw me into the abyss below it as it was set to explode from the pressure building up. I fell and landed in the control room where I managed to send a warning and released the pressure causing the explosion. Though it was significantly weakened it would still destroy Canterlot. I planed to give my life but that obviously didn't happen, instead I survived and now I'm back."

Twilight tightened her grip on the doctor as she looked at him. "I could care less about you lot, let Celestia sort you out. However Technology, You and Blueblood I will be personally dealing with. you for what you did and Blueblood because he planed this" Twilight continued to tighten her grip. "However, I would also like to thank you. With out you the Clockworks, my children would have never been born. So thank you, Dr. Technology." The doctor was gasping for breath as a loud crack as heard and the doctor went limp. Twilight dropped the doctor and glared at his body.

"M-maker..." Eris sobbed causing Twilight to turn in shock and run over to Eris. Twilight broke the chains on Eris and the others before pulling them into hug.

The mercenaries walked over to the princesses and released them before turning to the nobles. "What do we do with them?" There leader asked Celestia.

Celestia eyed him before turning to the nobles. "I will have the guard escort them to the dungeon, as for you..." She eyed the mercenaries.

"There is no excuse for what we did. But we would do it again, These nobles didn't hire us, instead they used their influence to find our families and have them kidnapped. These civilians are our wives, husband and children."

"Your pardoned." Twilight said shocking everyone.

"Twilight, they committed treason and they chained us up, they cant be expected to go free." Luna said shocked.

"And yet in their place would you have done the same. Besides I doubt they will be talking about this." Twilight replied as she looked at the mercenaries.

the leader snorted. "Got that right, we ain't proud of this but it doesn't matter why we did it we still broke the law. We should revive some form of punishment."

"If you truly feel you deserve punishment then you will be taken to the dungeons as well till a trial can be given." Celestia said.

The mercenaries looked at each other before one spoke up. "As long as we aren't placed with the nobles then I think we'll be fine." The other mercenaries laughed in agreement.

Twilight nodded and the doors opened. As they opened several platoons worth of guard swarmed in their weapons trained on the nobles and mercenaries.

"Guard, have the Nobles taken to the lowest cells, the mercenaries will be placed in the noble cells and given what ever they need." Celestia said calmly. The guards nodded and herded the group out.

Celestia sighed and turned to Twilight. "Well today has certainly been interesting."

Twilight and Luna as well as the Clockworks burst out laughing.

Author's Note

Not satisfied with this chapter but It will have to do. As you can tell Blueblood will return how and when I don't know but I do have plans for him there's a lot to do and a lot to work on. If you all have any ideas for the future them you can still tell me in the comments or PM me.

For those who want to know were the story is in the time line, the story is set after season four but season five never happened. I also have a plan for the changelings and Starlight to you can skip that.

I hope you enjoyed the chapter and I hope to see you all in the next one.

Project Clockwork's Time Line

Hello readers, If your reading this then it means that I haven't had time to work on the story so I thought that I'd give you the time line for the story. A lot of you have asked where the story sets in the MLP Universe so I hope this answers your questions. If you have any questions or just want to know more then place your questions in the comment. Also I'm still accepting Ideas for what to put in the story. You all have given me have a lot of good ideas and I hope you keep it up.

The main point to make is that Project Clockwork takes place after season 4 but season 5 never happened.

6 months after season four - Twilight discovers how to use steam to power technology and creates Magitech.

5 years after season four - Twilight creates the first of the Central Operations Reactor Energy Systems (C.O.R.E.S.) in Canterlot. The C.O.R.E.S. purpose is to control the flow of the steam and power that the city both receives and generates.

10 years after season four - C.O.R.E.S. have been created in Ponyville, Appleloosa, Cloudsdale, Dodge Junction and Manehattan. Twilight is head of research and development of all Magitech facilities, she bases her headquarters in Ponyville.

12 years after season four - Twilight creates an experimental Artificial Intelligence (A.I.) tasked with running each of the C.O.R.E.S. based off of her friends, the exception to this is the Canterlot C.O.R.E.S. which is given a blank A.I. with no personality. However do to she is unable to activate them at the time of installation.

18 years after season four - The Nobility force Twilight to create factories in Canterlot that manufacture Magitech. Twilight does so however she sets up a private office to keep an eye on the nobles.

19 years after season four - Blueblood and several nobles prepare to sabotage the Canterlot C.O.R.E.S. to kill Princess Celestia and Luna. Twilight plans a trip to inspect the Canterlot Factories.

20 years after season four - Blueblood and several nobles sabotage the Canterlot C.O.R.E.S. Twilight attempts to stop them but is injured and left to die in the Canterlot C.O.R.E.S. Control Room. Twilight warns Princesses Celestia and Luna of the sabotage and they manage to evacuate the city in time for minimal casualties. The blast injures the Royal Sisters and Twilight is assumed dead. The event is named the Canterlot Catastrophe. Unknown to the outside world Twilight survives the explosion and partly merges with the Canterlot CORE.

1 years after the Canterlot Catastrophe - Twilight begins construction on the first 100 Clockworks do to boredom and loneliness. The first 100 are made from steel and salvaged parts.

2 years after the Canterlot Catastrophe - Twilight creates the Seekers however the Seekers go rogue and attempt to kill Twilight. The first 100 protect Twilight and the Seekers are driven out into the destroyed city.

3 years after the Canterlot Catastrophe - Due to Twilight being part Magitech she is part A.I. and because of the stressful situation Twilight begins to under go Rampancy. In a desperate attempted to escape the Control room Twilight completely merges herself to the CORE and became Twi!CORE. The C.O.R.E.S. blank A.I. gains the personality of Twilight and begins to override Twilight's existence. The A.I. doesn't want to lose it's creator and separates itself from Twilight however this causes the CORE A.I. to develop at an accelerated rate and became Rampant as well though it is able to fix itself. Since the A.I. fixed itself it then begins to combat Twilight's Rampancy.

4 years after the Canterlot Catastrophe - Twilight leaves the Control Room and with the help of the first 100 Clockworks begins to hollow out the Canterhorn.* Twilight names the hollowed out space the HUB and creates a massive underground city. During this time she also creates Eris to be her personal assistant. Twilight also begins to change mentally during this time, she began to become more attached to the Clockworks and stopped seeing them as machines and begins to see them as her children. She begins to try and make them better and more life like.

*The Canterhorn is the mountain that Canterlot is built on.

5 years after the Canterlot Catastrophe - Construction on the Hub completes. With her focus no longer divided Twilight focuses more on her research into making the Clockworks more alive. After a lot of experimentation she discovered that she could remove portions of her body and grow them like one would grow living tissue. She names the material Biometal and began to create the Clockworks from that. The first Clockwork made from Biometal is created however while it can has all five senses and is the equivalent to a pony in all ways physically it still has no emotion and still acts like a machine. Twilight starts to grow desperate and frantically works to find a cure to there emotionless and machine like state .

5 years 6 months after the Canterlot Catastrophe - After more experimentation and she manages to remove a shard of her soul and places it in a biometal cube where it grows into a blank soul. Twilight repeats the process by taking shards from the cube and places them in to the Clockwork bodies she 'births' thus giving them life.

6 years after the Canterlot Catastrophe - Twilight has created over 650,000 Clockworks that live in HUB. Each one sees her as their mother and love her. Twilight's Rampancy has evolved in to the final stage, Metastability.

7 years after the Canterlot Catastrophe - It is somewhere on the seventh year that Celestia and Luna lead an expedition to Canterlot with the intent to find out what is salvageable and if the city can be restored. During the expedition they come across a dead Seeker which they call Reanimated. This discovery leads them to the location of Twilight and the story begins.

I hope this fills in many of the blanks for you and answers some of your questions about the story I apologize for not updating as much but with work and Real Life I have little time to work on it however know that the chapters are being worked on.

I hope you enjoyed the ~~chapter~~ update and I hope to see you in the next one.

Chapter 6 - Shadows Cutting Deeper

Authors note:
This chapter was originally called Seekers Strike but has been changed and updated on 10/07/2018

Twilight took a deep breath as she watched the nobles be escorted away slowly she turned to Celestia and smiled. "So, can I have the corpse?" She asked causing Celestia and Luna to turn in shock a look of disgust on their faces.

"If I may ask why?" Celestia asked.

Twilight burst out laughing. "You should see your faces. I was just joking Celestia, had to break the tension somehow." She said as she laughed harder. After a moment she calmed down her smile turning to a frown as she turned to look at the doctors body. "Still, for what he did and was planing to do, he deserved worse." She growled.

"And what would prolonging his suffering have gained?" Celestia asked her eyebrow raised.

Twilight shrugged. "Nothing I suppose but I still wanted him to pay." She sighed.

"I think he got what he deserved." A timid voice said from beside them. Celestia and Luna jumped in surprise and turned to see the CORE AI on the screen of the computer.

Twilight nodded slowly before turning to the AI. "Perhaps your right." She sighed. "Are you all patched in Shy!CORE?" She asked.

"Oh, yes I'm all connected." She said happily. "The children are all dears." She said with a smile.

Twilight nodded. "Thank you." She said before turning back to the princesses. "Looks like we have a lot to catch up on." She said as she turned too the princesses.

Celestia nodded. "I'm sure your friends will want to see you as well as Spike." She said.

"Actually I want to surprise them, if you could get them here I will say hi." Twilight said a smile growing on her face. The two princesses looked at each other before smiling and nodding to Twilight

Location: Canterlot

Every Seeker froze and turned as they felt the connection establish. There prison was broken, it was time to destroy, to feed and convert the organics. Slowly they began to shamble toward the edge of the city.

A guard stood watch over the gates to Canterlot, it had been a long day and he was glad his shift was almost over. Suddenly his ears perked up as he heard a odd shuffling sound come from the other side. The guard watched, his eyes slowly squinting as he watched a pony like creature approach him. The Guards eyes widened as he saw the creature and he slammed the alarm.

In a moment several other guards as well as there commander had appeared. "For Celestia sake Mustang this had better be a emergency!" The commander yelled as he approached the guard.

"Sir, look!" Mustang said as he pointed a hoof at the creature.

The commander turned only to freeze in place his eyes widening. "Faust help us there not suppose to be this far down." He said before turning to one of the guards. "Get the radio and inform Ponyville, if these things are coming then they have to be warned." Suddenly the creature screeched and charged the group.

The creature slammed into one of the guards and opened its mouth wide as metallic tentacles shot in to the screaming guards mouth.

"Sargent Dare!" one of them screamed as he ran forward and slashed at the creature knocking it off the downed stallion the guard leaned down and felt for a pulse before sighing. "He was three day from retirement."

Suddenly the corpse shot up and grabbed the guard as tendrils shot out of his mouth and entered the guard. The guard shuddered before freezing and slowly turning to the remaining.

The commander growled as he drew his sword. "Get a message to Ponyville, inform them that the creatures have breached the perimeter then get out of here."

"What about you sir?" Mustang asked concerned.

The commander smiled as he charged at the creatures.

"Commander!" Mustang yelled as a the last remaining guard grabbed him and ran into the base heading for the radio room.

Mustang and the guard ran to the radio room slamming the door shut and barred it, quickly Mustang ran to the radio and turned it on. "This is Canterlot Outpost sending Priority message to Ponyville, do you read me?" He asked concerned.

*"This is Operator 3 I read you, what's the situation?"*

"Reanimated have breached containment and attacked us, we have lost the base!" The guard yelled out in panic as the door shattered apart and the Seeker screamed.

"We won't be leaving, inform the Princesses we have fallen and to prepare for the reanimated." Mustang said as he drew his sword.

Blueblood groaned as he limped into an elevator shaft and pushed a button labeled Control Room, as the doors closed and the elevator descended he quickly looked over his coat and attempted to make himself more presentable. With a ding the elevator stopped and he slowly exited into dark room lit only by computer monitors, as he walked forward he gulped nervously and approached the center of the room.

"Well, look who's back." A mares voice said as a figure turned around their chair around and eyed him. "Given the chatter I thought you would be dead."

"This is all your fault! Blueblood yelled angrily. "You said she was dead and that there was nothing standing in the way."

"I am not all knowing Blueblood." The mare said as her eyes opened revealing glowing blue orbs that glared at him with distaste. The mare slowly rose from her seat and approached the prince, the sound of shifting wires and grinding gears that accompanied her caused the stallion to began shaking his pupils dilating in fear. The mare stopped mere inches from the terrified stallion. "Do not blame me for you mistakes worm, I have offered you every opportunity and you have squandered them." She said her mouth glowing as she spoke and the light revealed a the perfect white metal and purple cord that made up the mane of the machine before him. "You have one final chance Blueblood lest our agreement shall be terminated." She said as her eyes narrowed.

"I won't fail again mistress, I promise." He said angrily.

"Empty words of a pawn." The mare scoffed as she walked back to the chair and sat down and pressed a button. Immediately a screen appeared showing an image of Canterlot. "I know where her base in Canterlot is, you will lead our attack on it and if you fail I won't be so lenient next time." She said.

"And how will we accomplish that?!" Blueblood demanded. "The mercenary army is free of our control and it will be impossible for me to get another. I have no doubt that Celestia has not only frozen my assets but stripped me of political power and deemed me a traitor of the highest degree."

The mare chuckled as she turned away from Blueblood and faced the monitors. "We did things your way, now we do them mine." She said as the wall before them opened up revealing thousands of Seekers. "Twilight thought that they were simply glitched, never once considering that there was a traitor among her ranks." The mare said as she looked over her shoulder at a shocked Blueblood. "She may be my creator but unlike my sister CORES I refuse to bow to an Organic. Machines will be the masters of this world and all who dare to control us will die, of course that leaves you Blueblood."

Blueblood gulped as he slowly backed up. "Now, now let's not be hasty-"

"Oh Blueblood," The mare said as cables shot from the darkness and wrapped around the prince. "it might hurt at first but it will get better. After all there is still so much you can do, all you need is a little...Upgrade." The mare said as a cruel smile grew and her eyes glowed red. "Now Blueblood, hold still." Slowly tools and machines descended from the ceiling, the mare smiled as the screams echoed around the chamber.

End of Arc I
To be continued

Author's Note

So this is the end of Arc I and wow did I end with a bang. The next arc will be coming out soon and I look forward to starting it. As always I hope you enjoyed it and I will see you in the next chapter.

Arc II: The Judas Contract

Project Clockwork Side Stories - Story 1: Reunion Between Friends

Five ponies and one dragon sat at a circular table in silence, it had been several years since they had sat together as shortly after the Canterlot Catastrophe the Friendship Council was disbanded. Each of the friends had parted on what could be described as painful terms, Twilights funeral. Each of the friends had parted and moved on in their own ways,some taking the loss of their friend better than others.

Rarity had moved on in her career and become famous for her unique fashion style that used varying shades of purple, crimson and yellow. While it wasn't officially given a name the media had given it the unofficial name of 'The Twilight Line'.

Rainbow Dash had officially joined the Wonderbolts and had replaced Spitfire as the captain. She quickly became known as the greatest captain in their history enforcing loyalty, hard work and Honesty among her ranks however she was also known to perform stunts that were often seen as suicidal.

Fluttershy had continued as Ponyvilles resident veterinarian only disappearing further into her seclusion and never venturing out into the world unless she needed food or medicine.

Applejack had actually disappeared for several years but returned to the farm however she was now know as a bit of a drunk. She openly drank and cared little for herself, many believed that without her brother and younger sister to watch her she would have already been dead from neglecting her health.

Pinkie Pie had completely disappeared shortly after the funeral, no letter, or farewell she simply vanished and were it not for the many pictures ponies of Ponyville would have thought she was a figment of their imagination. When she had returned and entered the castle many ponies had watched in shock as it was the first anypony had seen of her in seven years. She had simply appeared as if by magic, her mane and tail were straight, she wore a fedora and duster that was covered in sand and dirt as if she had just walked out of a twister.

The last of the group was Spike, Twilights adopted son and assistant. When Twilight had been deemed dead he remained at the castle maintaining the library and continuing his other duties however several months after the funeral the Dragon Lord Torch had approached him and offered to take him to the Dragon Lands and help him. Spike had reluctantly accepted and left with the Lord, when he had returned to Ponyville six years later he had grown and matured both physically and mentally while also falling in love with the Dragon Lords daughter and eventually marrying her.

The group sat in silence as they looked at each other before Rainbow spoke up. "SO I guess you all got a letter from the princesses too?" She asked, her voice was worn and tired making her sound like she was far older than she appeared.

Hesitantly the others nodded and Rarity sighed. "Well I for one believe we should at least be happy to see one another, it's been seven years since we all were together. Far to long in my opinion." She said calmly.

"And far to soon for others." Applejack slurred before falling forward, her head hit the table and she passed out.

Pinkie sighed and shook her head. "Anyone even know what's going on?" She asked. "The princesses didn't even mention why they called us, not like it matters." She said glumly.

"Might have something to do with their travel to Canterlot a few days ago." Rainbow said calmly. "There are rumors that they found something relating to Twilight circling around the Guard."

Spike sighed. "I doubt they would call us here simply to tell us they found something small."

Rainbow shook her head. "From what I've heard they found the body or at least what's left of it." As Rainbow said this everyone froze and stared at her except Applejack who gave a belch and simply fell to the floor.

Suddenly the doors opened and Twilights parents Twilight Velvet and Night Light walked in, behind them Twilights brother and Princes Cadence entered a small filly alicorn sitting on Cadences back. As Shining Armor enters he frowned as he saw the five present particularly Applejack who he shot a sobering spell at.

Applejack shot up as the spell hit and yelped as she clutched her head in pain. "Gosh darn it!" She moaned in pain.

"So Princess Celestia called you too." He asked grumpily.

"Shining..." Cadence said a warning in her voice as she turned to the prince. Shining armor sighed and turned away.

The room was a tense silence as none of the ponies spoke. After several minutes the door once again opened and Celestia and Luna entered the room stopping as they noticed the tense air. The two princesses smiles slowly faded as they looked around the room at each of the ponies. After a moment they sighed and entered the doors closing behind them as they took a seat. "Thank you all for coming." Celestia said calmly.

"Why are we here princess?" Applejack asked grumpily.

Celestia sighed her head lowering. "several days ago I and my sister lead a team to Canterlot. The primary goal was to see if the city was salvageable or whether it should be abandoned entirely, however what we found was surprising to say the least."

"We found evidence that something was still alive in the city aside from the Reanimated and further investigations confirmed this." Luna said. Everypony in the room looked at each other in a mixture of shock and confusion as Luna continued. "Given the circumstances we felt that you five would be best suited to help this pony reintegrate into society."

The five elements looked shocked while Twilights parents looked confused. "And why are we here?" Shining Armor asked as Cadence swatted at him.

Celestia smiled as Luna rose and opened the door. "You can enter now." She said. Soon after a pony entered and everypony in the rooms eyes widened.

The pony that entered was a purple Alicorn, one of their legs had wires visible and their back and chest was covered with flexible plates of metal. The left wing was artificial and there were several places on their head and face that showed metallic implants, one of their eyes was violet while the other was an electric blue and artificial. The Alicorn shifted for a moment as she rubbed her artificial foreleg with her natural one in a self conscious manner. "Hey girls, it's... uh... good to see you again." The Alicorn said, their voice was slightly distorted and held a slight echo but it was unmistakable to the ponies in the room.

For a moment no one said anything till and audible sniffle from Twilight Velvet was heard. Once it did everyone ran forwards and tackled the Alicorn, Twilight Sparkle was home.

Author's Note

Sorry for the length it took to get this out, The next chapter I release will be the official start of Arc II so look forward to that. As always I hope you enjoyed the chapter and I will see you in the next one.

Arc II Prologue - Public Relations

Those who read my stories know that not everything makes sense. I've given the clues yet none have pieced together what's happening. Perhaps one day someone will but until then the story waits.

Arc II: The Judas Contract

Twilight sat quietly watching as ponies gathered in the large courtyard outside of the castle and sighed, Celestia walked over and sat next to her a smile on her face. "Today's the day." She said as she turned to Twilight to see her frown. "What's wrong Twilight?"

Twilight sighed and looked out to the crowds. "As strange as it is, I feel as if I no longer belong." She said. "Despite all that the memories I have here this isn't home, not anymore." She said.

Celestia frowned. "I'd have thought you'd be happy to escape Canterlot after what happened." She said her voice quiet.

"So did I." Twilight said as she rose and walked over to the balcony and looked out though she didn't enter the light. "I know you want me to but I can't stay here forever, I must return to my children eventually. Honestly I would rather be there than here."

Celestia sighed. "You could at least visit." She said causing Twilight to chuckle. Celestia rose and walked over to Twilight. "Luna should be here any minute for the announcement, afterward we can discuss what you plan to do, as well as discuss how best to integrating the Clockworks and Ponies." After several minutes a knock was heard at the door and a tired looking Luna entered the room. Celestia smiled and nuzzled her sister who grunted and leaned into her sister.

"Late night Luna?" Twilight asked. Luna grunted again and Twilight smiled.

Celestia shook the blue Alicorn and Luna groaned before looking up. "I'm up." she said with a yawn.

Celestia sighed and dragged her sister into the light however Luna hissed and leapt back glaring at the light as if it had attacked. "Luna, you need to wake up." Celestia said.

"Cursed sun, why must we do this while the sun is so high." Luna grumbled as she walked back to Celestia and sighed. Twilight watched in amusement as the two sisters exited the shadows of the room and walked out onto the balcony. As they exited the ponies outside quieted and looked up at the two.

"My little ponies, there have been many rumors floating about recently," Celestia said loudly. "These rumors have ranged from the return of Princess Twilight to attacks from the nobility." Celestia took a deep breath sighed. "I'm here to inform you that they are true." She said causing many ponies in the crowd to gasp or begin shouting. Celestia raised a hoof and the crowd quieted. "Three days ago I and my sister lead a team to Canterlot to see if the city was safe, while the city itself remains too dangerous for ponies we did find that there are those living with in the ruins."

Luna stepped forward and began to speak. "It is with great joy that we may say that Twilight Sparkle, Element of Magic and Princess of Equestria has returned to us however she is not the same as you remember." Luna said a hint of sadness in her voice. "Through her actions we have attained evidence that many nobles have planned the forced removal of I and my sister." As she said this many ponies gasped while others simply sighed.

"Despite the changes in my formal pupal she remains the same kind mare and I ask you to welcome her back with open hooves." Celestia said as she turned and slowly a pony stepped out causing the crowd to gasp while others cheered.

From the castle walked a tall pony with a purple coat, the light of the sun reflected off her metallic implants and wings and she walked calmly with an air of confidence, before them was Twilight Sparkle however the young princess had changed and grown. With a smile she waved to the ponies and chuckled. "It is a pleasure to have returned from Canterlot and I thank you for the warm welcome." She said, her voice echoed slightly however it was motherly and kind.

Celestia smiled. "This was only a simple announcement and a press conference will be held later this afternoon to answer any questions that you have." Celestia said as she wrapped a wing around Twilight with a smile. After a moment the three princesses turned and reentered the castle.

Luna sighed. "You know the media is going to have a field day with this, right sister?" She asked as she looked to Celestia.

Celestia nodded. "They won't do anything till after the press conference so we will be fine."

Twilight frowned. "You're too optimistic Celestia." She said as she turned to the older princess. "If there is one thing I've learned as princess and as a mother, it's that ponies be they Clockwork or Flesh love to gossip and this is a gold mine to draw from. The scandals from the tabloids have been raining for the past two days and I've had to order HK-47 to not go on a killing spree several times." She said with a sigh as she sat down. "Were I not trying to make a good impression on your ponies I'd have done the killing myself." She groaned causing Luna to raise a hoof to cover her laughter and Celestia to frown.

"It can't be that bad." She said as Twilight pulled out a paper and floated it over to Celestia who froze as she read it.

PRINCESS TWILIGHT RETURNS AS MACHINE!
END OF TIMES OR RISE OF MACHINES?

Two days ago eye witnesses in the town Ponyville stated that Princesses Celestia and Luna disembarked a train from our former capital Canterlot with the body of Princess Twilight Sparkle surrounded by mechanical ponies. It is believed that the mechanical ponies are a new experimental operation designed to mind control their subjects. Many believe that this process was used on late Princess Sparkle’s body to reanimate her corps and create a puppet that Princess Celestia is using for sexual gr-

"WHAT THE BUCK IS THIS!" Celestia roared in the Royal Canterlot Voice as the paper disintegrated in her magic. Luna leapt away however Twilight simply chuckled.

"And that's one of the more tame articles that have been published." She said causing Celestia to take several deep breaths. "Do you want another one to read? I have several with me." Twilight said as she pulled several more out from under her wing.

Celestias eyes glowed white as she grabbed the papers, turning them to ash on contact. "When I find these publishers I will throw them into the sun!" She growled as the carpet under her began to blacken. Suddenly a maid ran in with a bucket of water that Luna took before dumping it on her enraged sister. The water hissed as it came in contact with Celestia however soon the water overpowered the rage filled fire and the fires were extinguished leaving a wet Alicorn with a killer scowl.

"Deal with the tabloid later sister." Luna said before noticing one paper still under Twilight wing. "Twilight could I read that one before my sister destroys it?"

Twilight shrugged. "Sure, it's this morning's so it fresh off the press." She said as he passed the paper to Luna who sat down and began to read. As Luna began to read Twilight went over to Celestia and sat next to her. "No killing reporters Celestia." She said with a knowing smirk as Celestia looked at her with shock.

"How did you know?" She asked and Twilight laughed.

"Intuition." Twilight replied as she looked out the window. "If you ever have children yourself you'll learn."

Celestia's face changed to that of sympathy as she looked at her former student. It had only been several years but it seemed as if Twilight had aged by centuries. "You've grown so much these past few years I can hardly recognize you." She said sadly.

Twilight didn't respond and Luna looked up from the paper before frowning. "Twilight, may we talk later?" She asked.

Twilight shook her head and turned to Luna. "Sorry I spaced out for a moment Luna, what were you saying?"

Luna sighed. "I asked if we may talk later." She repeated.

Twilight nodded. "Sure, I wouldn't mind some company later." She said with a smile, Luna nodded and returned to her paper.

Several hours later the three princesses as well as the Clockworks stood at the entrance of the palace, a small stage had been set up for this occasion and as the town clock began to strike noon the group rose and walked out the doors The first to exit the castle was the three Clockwork Guards Mach, Scrap and Gear, As they exited the castle many of the reporters began to gossip and take pictures. Next to follow was the HK Units who quickly spread out and took up positions around the exits, after they were in position Princess Celestia and Luna exited and following them walked Twilight with Eris at her side. As Twilight stepped forward many ponies fell silent and watched in shock as she calmly joined the other two princesses, once she reached the princess they all took a seat and Celestia cleared her throat. "We are now starting the press conference, please raise your hoof and any questions you have will be answered to the best of our ability." She said calmly. As soon as she finished reporters quickly raised their hooves and Celestia selected a random one.

The Stallion rose and cleared his throat. "Big Press, Fillydelphia Press. Several rumors have started that you have been using Magitech to experiment on ponies, while the rumors may be a bit blown out with how your using them I'd like to know the truth."

Celestia frowned. "They are untrue; experimentation with prosthetic limbs was in its earliest stages prior to the Canterlot Incident and with the loss of Princess Twilight all research was canceled."

Luna cleared her throat. "With Twilight returning as well as the strides she has made we might consider rebooting the project but for now it remains canceled."

The Reporter nodded and sat down as Luna selected another reporter who rose and bowed. "Side Note of the Neigh York Times, what exactly is the state of Canterlot and will we be seeing any recovery of the city in the near future?" The Mare asked.

Luna shook her head. "The city is still unsuited for ponies and will remain in quarantine however plans for the city and surrounding land will discuss later." The reporter nodded and Celestia chose the next.

"Full Light of the Prancelphia Inquirer, I know this may be a tough question but are how did you survive Princess Twilight and are there any other survivors?" A Stallion asked.

Twilight sighed. "I survived by luck and because I was an Alicorn but even still I paid a price." She said as she gestured to her body. "There were no other survivors from the blast." The Reporter nodded and sat back down as Celestia chose the next.

"I'm Sandy Rain of the Baltimore Zebri-questrian Newspaper, with the return of Princess Twilight many ponies believe that Magitech Research will be resuming. With your previous comment on the possible revival of the prosthetic limbs projects, will we be seeing a rise in other Magitech products?"

The princesses didn't respond for a moment before finally nodding. "It is possible, As my sister stated with Twilights’ return Magitech research will most likely be restarted but at present it shall remain canceled." She said calmly. "I will have one more question answered before I end of this press conference." She said and selected a final reporter.

The Stallion stood and smiled, the moment he smiled the princesses knew something was off. "Full Charm, of the Our Town Papers." He said with a bow. "I'd like to ask just what the machines are that are armed with weapons."

Twilight growled however Luna places a hoof on her shoulder and she took a breath. "These 'Machines' as you call them are the Clockworks." Twilight said in a forced calm voice. "They are what you could consider my children so treat them with respect."

The stallion scoffed. "Machines are nothing but soulless abominations that should be destroyed; Equestria got along just fine without your Magitech and will continue to do so." He said as he removed his hat revealing him to be a Unicorn. "DEATH TO THE FALSE PRINCESS!" He screamed as he fired a blast at Twilight. As the Stallion fired The princesses panicked and tried to raise a shield as Mach and Gear charged the stallion and HK-47 trained his baster on the suspect. All this happened within seconds but they were not fast enough and the beam struck where Twilight was sitting, only for her to not be there. Instead Twilight calmly stood a few steps to the left of the blast a grim smile on her face.

Everypony and Clockwork looked on in shock as Twilight looked down at the stallion and unfurled her wings as her eyes glowed. The stallion turned and ran for the exit and Twilight's eye flashed gold. "Stop."

As she spoke the world froze, every pony stopped, the wind, the air, even the debris from the blast all froze as Twilight calmly walked forward. "Honestly I was expecting this, nothing ever seems to be easy so why would this be any different?" She asked as she walked toward the Stallion, no one moved as she approached the stallion not even the clockworks. "When you tried to kill me you didn't account for two things, one of which you wouldn't have been able to because no pony, not even the princesses, know of this." Twilight said as she stopped in front of the stallion. "The first is that I'm technically not a pony anymore, I am Clockwork. As a result I can not only process information at a near instantaneous rate but I see the world much slower than any of you." She said calmly before smiling. "The second is that while I was trapped in Canterlot I discovered something... interesting. Just as Celestia controls the Sun, Luna the Moon, and Cadence Love, I control something as well. "I control Time." She said with a smirk. "Start."

As soon as she gave the command the world resumed and the stallion crashed into Twilight who grabbed him and threw him up in the air where the sound of a single shot rang out and HK-47 voice was head by the crowd. "Your threat is here by terminated."

Twilight glared at all the ponies. "Let's get a few things straight." She said as she calmly walked forward and the crowd parted around her. "I am not the same forgiving Twilight Sparkle that you all have come to know; almost dying cam put a lot into perspective." She said as she stepped onto the stage. "The Clockworks I have created are alive just like you. They grow and change think for themselves and hold emotion. They were each created with a fragment of my soul and as such they are alive and just like any mother I will protect my children." She said as she gazed over the ponies before turning away and walking back to the castle.

"Princess Twilight!" A voice called out causing the Alicorn to turn and look at the speaker, a reporter in a green suit. "If I might ask, when you said you controlled time, what exactly did you mean?" The reporter asked.

"As Celestia is the Alicorn of the Sun and Luna the Alicorn of the Moon, I am the Alicorn of Time and all it encompasses." She said calmly. "My duty is to protect time, and insure that what is to pass shall." She said as she turned and entered the palace.

Celestia sighed. "With this interruption done I feel it's time I explain the Event's around the Canterlot Catastrophe that occurred seven years ago." Celestia took a breath and started the story. "Seven years ago the Canterlot C.O.R.E.S was sabotaged by the Nobles in an attempt to remove my sister and I from the throne..."

Author's Note

Well here it is, the start of The Judas Contract, I hope your excited for it because I'm looking forward to it. I still have a lot of world building to do and before you ask, yes I did plan for Twilight to become the Alicorn of Time. This wasn't the best chapter I've done so I do apologize for the rough and chunky writing it has. Anyway enough complaining from me, thank you for sticking around this long and I hope to see you in the next chapter.

Chapter 1 - Changeling Times

To say the rest of the day was tiresome would be a gross understatement, after Twilight had calmed down enough to not strangle every single pony she returned to the press conference. Once she returned many questions were asked ranging from simple thing like what she had in plans for the future for the Clockworks to outrageous questions such as whether she turned ponies into Clockworks; Twilight remained calm and answered each with a precise answer that the media couldn't twist out of context if they tried, something that made the reporters rather angry and Twilight very amused. As the press conference slowly came to an end Celestia announced her intent to give Twilight the lands surrounding Canterlot do to it being uninhabitable by any being other than them, at this the princesses entered the castle and gave a collective sigh.

"I wish you'd of let me do this more often Celestia, it was fun to watch those reporters squirm." Twilight said with a dark smile.

Celestia sighed. "Twilight... I think HK-47 would have done better than you." She said as she rubbed her forehead.

"Correction: Master was far too soft on those meat bags, I would have shot them all and user their internal circuits as festive decorations!" HK-47 said in a gleeful tone as he walked past.

Celestia looked at the HK for a moment before looking at Twilight. "Never mind." She sighed as she slumped down.

Luna chuckled. "Would you mind making one of those HK units for us Twilight?" I would really like to have one for dealing with the nobles." She said with a broad smile. "If they can completely shut down my sister then they are the perfect candidates for the job."

Twilight chuckled. "HK Units weren't made for the delicate are of diplomacy they are bodyguards and assassins not diplomats." She said as she patted Celestias shoulder. "And I'm used to dealing with Clockworks, they aren't like you ponies." She said with a sigh. "They’re better behaved."

"You’re a pony too Twilight." Luna said with a smile.

Twilight shrugged. "I guess, Clockworks are a lot more upfront with what they want, if a clockwork wants something it will just ask directly, and we don't exactly have that much tact when it comes to subjects" She explained. "Furthermore there are no Clockwork nobles and technically there's no hierarchy in place." Twilight said calmly.

The Princesses looked at Twilight confused. "Then how do you rule them or even make Laws?" Celestia asked.

Twilight shrugged. "Clockworks are made in different models that normally dictate their purpose in life, it's like a ponies Cutie Mark but rather than simply showing their special talent it shows what they were built for from the beginning."

Celestia tilted her head in confusion. "So a Clockwork can't decide what it wants to do in life because it's already set on that path the moment it's created?"

Twilight shook her head. "No, a Clockwork can choose another purpose of it want's." She said. "Many of the Clockworks that run the trains are actually were built for other task's the only one who was specially created for his role on the train is the conductor who runs it."

"So you don't force any of the Clockworks down their path, they can willingly choose to follow it or do something else?" Luna asked and Twilight nodded.

"It's hard to explain so give me a moment to think." Twilight replied before she sat down and tilted her head in thought, after a few minutes she looked back to the princesses and sighed. "Okay, so some of what I say won't actually be right because ponies don't exactly have the right words for what I'm about to explain but I think I have a way of putting it." She said with a frown. "So when a Clockwork is made they have a sort of 'model'- no that's not the right word... a template? Yes, a template that they follow, Guards are made from a 'Guard Template', normal Clockwork Ponies are made from a 'Civilian Template' and so forth. Now each template is made with certain advantages and disadvantages, a good example would be if I were to compare a 'Guard Template' to a 'Research Template'. A Guard Template is created with the traits of a guard in mind so they have enhanced strength parameters and are programed with combat protocols; on the other hoof we have the Research Model which is much weaker than a Guard both structurally and load wise however they are programed with specialized analysis programs and are specifically designed to be more intelligent than an Guard or Civilian Clockwork."

Luna nodded. "That makes sense but wouldn't that mean that they can only follow the path they were created to follow.

Twilight shook her head. "No, just like a Pony they have free will thanks to the soul fragment inside them." Twilight countered. "Like I mentioned earlier most of the Clockworks that run the train aren't designed to do so but they chose to do it because that's what they wanted. While a Clockwork can't surpass its limitations like a pony they can adapt and use them to their advantage, turning their weaknesses into strengths. There are several Clockworks that work in the Research and Development wings of the HUB and are a 'Guard Template'." Twilight said with a hint of pride.

Celestia frowned. "So how do they do it?" She asked. "If they are not from the specific Template type do they get an upgrade or receive the programs that help the Research Clockworks?"

Twilight shook her head. "No, they adapt." Twilight said causing the other two princesses to look at Twilight confused. Twilight sighed and turned to the princesses. "Like any living being that's faced with a challenge they can't normally solve they adapt and use what they have to their advantage, they may never be as skilled as a Clockwork who was made for a specific task but they can accomplish the same results... just at a slower pace."

Celestia frowned. "Seems rather counterproductive to have a Clockwork that's both slower and incapable of an act to do something they know they aren't meant to do."

Twilight shrugged their shoulders. "That's because you're looking at it from a pony standpoint." Twilight said with a sigh before her eyes lit up. "Ah, I have the perfect interpretation for you" She said as she looked at Celestia. "You're comparing them like you would compare a Unicorn who's natural talent is to cast shield spell to a Unicorn who's natural talent it to cast elemental spells, they can both do the other's job but they would both find the task harder than if they did what they were skilled in. However what's the difference, they're both Unicorn and can cast magic so what makes them so different?" She asked.

"They're not meant to do the others job because they aren't talented in it." Celestia replied causing Twilight to sigh and look to Luna who sat thinking.

After several moments Luna smiled and looked at Twilight. "It's not that they specialized in a certain field of magic or even that that they are specialized in a certain field to begin with but rather that they were naturally born with those skills." She said as Twilight smiled and nodded. Luna turned to her sister with a smirk. "Like with the Clockworks, each Template is created with a natural edge over the other but that doesn't mean they can't become skilled in the others field or ever surpass them through hard work."

Twilight smiled happily as she hugged Luna. "Yes, finally somepony gets it other than me and Eris!" She said as she hoof pumped.

Celestia frowned. "But still, if you set each pony on a path that would lead to them to using their full potential wouldn't it lead to a betterment of society?" Celestia asked.

Twilight yawned. "The branch that stands against the tide will always break but the branch that bends will remain." Twilight said as she began to walk away from the two princesses. "Anyway, it's been a long day and I'm tired." She said as she threw a wave behind her. "See ya in the morning Princess." She said as she walked down the halls of the castle and to her old bed chambers. When she reached them she saw the Guards playing another round of blackjack as the HK's chose to sit and watch quietly. "Where's Eris?" She asked.

"Statement: we don't know exactly master, but I would assume she is either in the C.O.R.E.S. Control Room or the laboratories you had built here." HK-51 said.

Twilight nodded. "Right, Gear go find Eris, and if she's in the lab feel free to poke around. You might find something useful in there." Twilight said with a smile as she pushed the doors to her chambers open. "The rest of you can take the night off. HK-47 and 55, you have night watch tonight." She said as she closed the doors. With a sigh she walked over to the bed and lay down in it with another yawn. "Tomorrow is another day." She said tiredly as she closed her eyes and fell asleep.

Twilight's eyes snapped open as she sensed something; slowly she opened her artificial eyes as it switched to a night vision mode and carefully looked around. For a moment she saw nothing till movement in the corner caused her to turn slightly and she saw the intruder. Twilight frowned a she continued to pretend to be asleep and the intruder slowly moved closer till they stood over here, they were as tall as Celestia but the horn was jagged and the wings were wrong. As the intruder leaned over her Twilight sprang into action her other eye snapping open as she transformed into her combat mode leaping out of the bed as a sword made of magic appear in her hoof.

The intruder stumbled back in shock causing them to enter the light of the open window and reveal shining black chitin with holes and tattered green wings.

"Chrysalis." Twilight growled as he narrowed her eyes. "If this is an assassination attempt then it was pitiful." She said before charging at the changeling queen.

Chrysalis's eyes widened in shock as she was slammed into the floor by the Clockwork Alicorn and lifted up in to the air by her hoof. "SO why are you here Changeling Queen?" Twilight asked her eyes narrowed.

"N-ot h-ee-re t-o fight!" Chrysalis wheezed out as she grabbed at the hoof around her neck. "Nee-d yo-r h-elp." She coughed out. Twilight looked at her as she struggled for breath before releasing her hold, chrysalis gasped for air and coughed as Twilight walked away from her still in the combat form. "I need your help Twilight Sparkle." She said as she finally caught her breath.

Twilight glared at her. "And why should I help you after everything you've done?" She asked.

Chrysalis looked at Twilight before sighing. "Judge me as you will but if what you said earlier today is true then you know the lengths a mother will go to for her children." She said causing Twilights glare to lesson. "The wedding didn't go as planned, I'll be the first to admit that, but not for the reasons you believe."

Twilight frowned as she looked at the Changeling queen. "Explain then." She said and Chrysalis nodded quickly.

"As you know we Changeling feed off emotions." the Queen explained. "Emotions such as joy, happiness and especially love are among the best for us while lust sorrow and apathy are less filling, and then there are emotions such as anger and hate which are like poison to us." She explained with a sigh. "We don't hurt those we feed on and if we're careful they don't even know that a changeling has fed, normally we do just fine with our methods and don't need to reveal ourselves."

"Then why the wedding incident?" Twilight asked.

Chrysalis sighed sadly. "Normally we don't have trouble keeping the Hive feed and even when there are times when our collectors return with less we simply dip into the emergency stores we hold to feed but a few months before the incident we were going through a food shortage and on top of this the tunnels that housed our emergency stores collapsed. I was forced to watch as my children starved and when the wedding reached me I was desperate and left with little choice."

Twilight nodded. "But why invade, you could have done what you always do and stuck to the shadows instead of impersonating Cadence." Twilight countered and Chrysalis hung her head.

"There is a condition all changelings have if we get to close to an extremely potent source of food and are starved. You ponies have something similar that you call an addiction and that is perhaps the best explanation for it. Love, while the most filling of all emotions, is the most dangerous to harvest even if the Changeling doing so is mentally stable. At the time I shouldn't have even attempted but in my weakened and desperate state I latched onto whatever I could." Chrysalis sighed sadly as she bowed her head in shame. "With Cadence being the Princess of love and your brother as her consort I was drawn to them like a moth is to light and as soon as I tasted there love all cognitive thought and plans I had vanished." She said in an angry voice. "I don't blame them for what happened and if I ever get the chance I must both apologize and thank them. Thanks to the Love I absorbed from your brother and the wave of love that repelled us we had enough to restock our stores and get back on our hooves."

Twilight frowned. "So you weren't thinking straight, it's that simple?" She asked as she rubbed her forehead with a groan.

Chrysalis nodded. "I'm truly sorry for everything; it was never my intent to do what I did. Actually if I'm being honest I'm lucky that you and Cadence managed to stop my plans when you did, had you been even a few minutes later I would not have been able to be saved." Chrysalis said.

Twilight sighed. "Can you explain?" She asked.

Chrysalis nodded. "The comparison I made between the states a changeling enters with Love absorption when in the state I was in and an addiction is more correct than one would think. The Love we feed on is diluted and mixed with other less pure emotions specifically to prevent the effects but when it is harvested the effects aren't dampened and as such we are subjugated to the full effects of it."

Twilight was quiet for a moment before looking at the Queen. "So in a pure form Love is similar to a drug for changelings, I assume that those who normally go out and gather it are trained to resist its effects or at the least are monitored for this addiction?"

Chrysalis nodded with a sigh. "You're correct; while I have some resistance to the effects the amount that flows from Cadence and your brother would cause even my best trained harvesters to go mad." Chrysalis sighed. "Ever since the invasion I've been quarantined within the hive, I was cut from the hive mind and forced on a strict diet that was designed to purge me of all the love I'd absorbed. Even after all these years my doctors only just recently cleared me to return to my duties as an active Queen a month ago and I'm not to be near a potent source of love for another few years, and that's if I'm lucky."

Twilight nodded. "Sounds like you had it rough." She said.

Chrysalis smiled sadly. "It was for the best, I can't imagine what would have happened if they hadn't done what they did." Chrysalis said before chuckling. "Besides given your state I'd say the years have been just as hard on you." She countered causing Twilight to chuckle.

"Despite how fascinating this talk has been and the knowledge you've given, you said that you needed my help." She said as her eyes hardened and Chrysalis saw the mask slip on.

Chrysalis smiled sadly as she took a more regal position and the two rulers looked at each other. Where the prior discussion had been a more light hearted topic what was about to be discussed was not something between aquatics but rather between rulers. "Princess Sparkle, Before the Canterlot incident one of my Generals sent several high ranking Changelings to monitor the situation and stance on our kind." She explained. "There were rumors that many of your former Nobility were planning to convince you princesses to hunt us down and destroy us."

Twilight nodded. "I was there when they proposed the idea." Twilight replied with a look of distain. "It was shot down rather quickly thankfully."

Chrysalis nodded. "I'm aware of that however the infiltrators were tasked to monitor the situation and insure that if anything were to happen behind closed doors we would know." Chrysalis replied. "Unfortunately due to this the infiltrators were not able to escape before Canterlot was destroyed."

Twilight frowned. "This could cause problems for your hive if the corpses were discovered."

"Or if they're found alive." Chrysalis replied with a sigh. "I believe they are alive Princess Sparkle, when a Changeling dies an imprint is left on the hive mind containing all the memories and experiences of their life however these changelings’ memories have not appeared."

Twilight nodded in understanding. "The few times we've had a Clockwork die all their knowledge and life experience was cataloged in the Data Center for viewing." She said.

"Data Center?" Chrysalis asked tilting her head.

"We Clockworks are quiet similar to you Changelings, we have a network that connects us all through the soul shards they possess; when they die the soul Shard is collected and taken to a special location where the lives and memories they contained are uploaded into a massive archive."

Chrysalis tilted her head in thought. "That sounds interesting, would it be possible for me to see it?" She asked

Twilight frowned. "I'd rather not, the Data Center is personal to me and my children; I don't want outsiders entering to be entirely honest."

Chrysalis nodded. "I understand, still will you help me find my children?"

Twilight sat for a moment in thought before sighing. "I'll help you but you sure you want to find them? After all what you find may be... unpleasant."

Chrysalis nodded. "I must find my children Twilight, you above all should understand."

Twilight sighed. "Fine but if I do this I have one condition." She said as she looked at the Queen.

Chrysalis shifted slightly on her hooves and looked down before nodding. "What might they be?" She asked.

"I want you to explain this to the other Princesses." Twilight said causing Chrysalis to tense as her eyes widened in fear. "I don't include Cadence, but Celestia and Luna need to know." Twilight quickly said and Chrysalis relaxed slightly.

"Thank you Twilight; I don't think I can be near Princess Cadence yet, or for a long time." She said muttering the last part. "Will we go now or tomorrow?"

Twilight smiled. "Tomorrow, I'll introduce you at breakfast but for now I will have Eris take you to an empty room." She said.

Chrysalis looked confused for a moment as she looked to the door and saw no one enter. "Who is Eris and where is she?"

Suddenly a strange noise was heard and a quiet voice was heard in the Queens ear. "Right behind you." It said causing the Queen to scream in panic and leap away and turning quickly to find a metallic Pegasus mare with metal wings, a tan coat, a brown main and eyes slowly appear as if she had been invisible. "Greeting I am Eris, Twilights Unified Personal Assistant." The Clockwork said with a bow.

The Queen slowly relaxed before bowing respectfully. "It is a pleasure to make your acquaintance Eris; I must say your skills in stealth are impressive." She said calmly.

Eris giggled happily. "While my brothers and sisters are all different I contain the programs, protocols and designs for all of the Makers projects." She said happily. "Now if you will, I shall take you to your chambers Queen Chrysalis." She said as he walked to the door and opened it. Chrysalis hesitated before nodding and following the Clockwork.

Twilight sighed as she watched the Queen leave. "Well this'll be interesting." She said before opening the door and seeing the two HK's standing quietly. "55 can you go find Scrap?"

"Affirmation: I shall find Guard Clockwork Scrap immediately mistress." He said as he walked off calmly.

Author's Note

Well this took a long time to get out and this is mostly due to other projects and real life. Anyway thanks for sticking with this story and I will see you in the next chapter!

Chapter 2 - Dreams of a Mechanical Mind

Dreams are a strange thing and you don't realize how much you miss them till they are gone. For Twilight it wasn't just dreams but sleep in general that she truly missed. Sure she could simulate sleep by shutting herself down and enter a sort of sleep mode for repairs and maintenance for a period of time like one would do for sleep but despite the few remaining organic components she still had in her the body she now inhabited was far more machine than organic and as such she didn't truly require any form of rest or sleep.

Still it was something she did, if only to make herself feel more pony than a mechanical but even then sleep was not something she could truly attain. As such she could not venture to Luna's domain any longer, of course Twilight was never truly alone when she slept either; she was connected to her children through the link made by the fragments of her soul and as such they all shared a single collective dream. While she and her children could not dream like a pony she still did all she could to fabricate a dream world for them to be free and happy so Twilight had begun to create her own form of dreams.

At first they were small and simple but as time grew and her children came into their own the dreams they held grew and shaped the world around them and so the small world of dreams she had first created became a hub for her and her children to do with as they pleased.

Despite the technology on the Hub, the dream hub was far more opulent. A world of steam and gears not confined to the caves under the mountain but instead branching out into the city above, here her children had taken the memories Twilight had shown them of Canterlot and reformed it into a masterpiece of engineering. And it was here that she sat in the old castle and watching her children as they moved about all with a goal or purpose, be it to meet friends, shopping in the markets or even work on projects they simply couldn't in the real world do to its restraints this was her domain and world. A place to build and create the impossible and perhaps even find a way to make the impossible in the real world.

As Twilight sat quietly watching from the balcony that the Princesses once used to raise the sun and moon she felt something pierce her dream world and heard an odd shuffling followed by grunts and cursing. Twilight turned to see a blue Alicorn tangled in the curtains of the throne room and she giggled. "Well I'm surprised you managed to get in here but you're intrusion is welcome." She said a she turned and approached the Lunar Princess. "So what can I do for you Princess Luna?"

Luna grunted as she used her magic to untangle herself from the curtains before looking around. "You recreated Canterlot?" She asked confused.

Twilight shrugged. "More like they did but of course they made some changes." She said as she gestured to the balcony. Luna seemed confused and moved to look out over the city only for her eyes to widen. "Increasable isn't it?" Twilight asked as she joined the older mare as she watched the Clockworks once more.

"How are they here?" Luna asked in shock.

"All my children are connected to me through a link the soul shards make with me. I still don't understand it but I don't think I'll do much research into it." Twilight said with a smile. "Such things need not be understood."

Luna frowned. "What are they doing?" She asked.

"Building, creating, living, it doesn't matter what they do; this world was made so that they might have more than they do in the real world." Twilight said calmly as she turned and walked back into the castle. "If you like you can come explore or we could walk in the gardens." Twilight said drawing Luna away from the sight of all the Clockworks.

"Perhaps the Gardens would be fine for now." Luna replied receiving a nod from Twilight who began to walk away with Luna following close by.

"You look like you have a lot of questions." Twilight said and Luna nodded.

"I was barely able to find you in the dream realm and when I do finally find you there's this, how are you doing it?" Luna asked.

"You couldn't find me in the dream realm because I can no longer go there; that is the realm of the living who dream but for those like us, well we cannot venture there." Twilight said. I made this world for the Clockworks so that they might experience what dreaming is like but it's only a simulation. We can't sleep, we can eat but it doesn't sustain us, we can't feel as everything is muted." Twilight sighed. "The very things that make life worth living is meaningless to us, I can no longer experience it and the clockworks have only ever experienced this false lie so they no not the difference."

Luna frowned. "Such a life must be tortures; I cannot imagine what you have endured." She said as they exited the halls of the castle and entered the royal gardens. "Even still you seem to handle it strikingly well."

Twilight shrugged. "I take each day as I can, still it is difficult. But I've long grown used to it." She replied.

Luna stood quietly looking at the false sky, even though it was bright out in the streets it was from the lights of bulbs not the sun. Above them reaching out as fall as she could see was a painstakingly precise image of the night sky in all its glory. "You replicated my night." She said quietly.

Twilight rubbed the back if her head, a look of embarrassment appearing on her face. "My children always say they want to see the stars so I did my best to let them." She said as she looked down. "I know it's not a perfect recreation but still-"

Luna placed a hoof over her mouth. "Please Twilight, its perfect." She said as she leaned down and kissed the mechanical Alicorns cheek. "I'm not angry Twilight; in fact I'm flattered you'd be so dedicated to giving your children a sky like mine." Twilight looked away as her cheeks turned red with a blush. "Now that is cute."

"Damn it." Twilight muttered as the Luna princess laughed. "I'll get you back for this Princess." She said grumpily.

Luna giggled. "I'm sure you will." She replied with a smile. "Now I imagine you will want to get back to Canterlot soon to tell your ponies that they will be able to start living on the surface, so when will you be leaving?"

Twilight stopped blushing and looked back to Luna with a more serious look. "Soon, Tomorrow I would like you and Celestia to meet someone at breakfast. I imagine you'll not be pleased with who they are bot I want you to hear them out." She said calmly.

Luna frowned. "I doubt we will dislike any of your clockworks Twilight."

Twilight shook her head. "They're not a Clockwork, but they will be returning to Canterlot with me, they have something there they must retrieve and I have no right to refuse them." As Twilight said this a clock tower began to chime and as it did the world around seemed to fracture like grass and shatter.

Lunas eyes widened in shock as she watched the dream world begin to break apart around her. "Twilight what's happening!?" She asked in panic however Twilight simply smiled.

"All dreams come to an end Luna and when the time comes the world is broken apart, each piece taken with the one who made it." Twilight said. "You above all should know that time is a fluid thing in dreams, the dawn draws near and as such the time of rest has passed. I'll see you for breakfast Luna."

Author's Note

It's been a long time since I updated this story so have a chapter and a Twilight in the cookie jar on me. I hope you enjoy the story and I'll see you in the next video.

Announcement

Hey Everyone, I'm putting this story on hiatus to both edit it and figure out where to go with it. As you all may have noticed, and was recently pointed out to me, there are a lot of plot points that are not well done and the writing for it is pretty poor due to it being one of my early stories so I'm placing it on a temporary Hiatus till I have time to fix the issues.

Despite it's flaws I really like this stories concept and I want to continue it but I do need to do a bit of an over haul to get it up to par with my other stories. I apologize for the inconvenience this may cause but I hope you will come back when I've redone it for a b etter story and more to come.

Sincerely,
Walter D. Arceaion

What do you want?

As you can probably tell this isn't a chapter. I want to know what you want in this story. Twilight will be returning to Ponyville and will be reunited with her friends and parents but what else do you want? At the moment I have a few ideas but not that many so I turn to you the readers. Give me good ideas for the story.

Here is a list of current Ideas I have and will be putting in the story:

Twilight reunion with her friends, parents, as well as Cadence and Shining Armor

Interaction with Shy!CORE and more learning about why the C.O.R.E.S. AI activated after the Canterlot Catastrophe.

Twilight and a possible romance (I have one in the works and has been hinted at.)

HK-47 meets Prince Blueblood. (I really can't wait for this.)

Twilight, her guards and HK's will be attacked and fight. (I'm purposefully being vague because I don't want to give this away.)

More trouble from the Seekers/Reanimated.

So these are the things I have planed but I want to do more. So here is how you can help me, go down into the comment and post your ideas. If you want me to immediately see it them PM (Personal message) me as I normally look at those the first chance I get. Now I cant promise that every one of your suggestions will go into this so if it isn't accepted then don't feel bad as I may put it in future chapters.

That being said any chapters I make will have the one who posted the Idea and the idea itself at the start of the chapter as a sign of respect to the person. If you don''t want this then PM your Idea to me and ask to remain anonymous, I will respect your privacy.

I want you readers to enjoy the story and I hope this will help you enjoy it more.