The Zeppos

by Trish Hankins

Rating: everyone
Tags: Adventure, DJ P0N-3, My Little Pony: Friendship is Magic, Carrot Top, Octavia
Length: 26711

The Bearers deal with an apocalypse, The Doctor fights an old foe, and the Background Ponies are ignored.

It's been a couple months since the Monkey Invasion, and Ponyville has settled down to...normal? During that time The Other Mane 6 have been busy. Now taking a well-deserved break, they try and relax. Luckily, these shadowy sentinels are around when the attack from horrible mo-wait no. The Bearers are taking care of that. Well, what about these strange statues tha-nope. The Doctor and companions are here for that one. Can these heroes just take a break and let other ponies handle it?

Published 2012-09-17 20:14:01 UTC
Last updated 2013-11-01 19:21:08 UTC

Chapter 1-Phone a Friend

Five travelers enter an old shop. The shopkeeper looks at the ragtag group suspiciously, keeping a close eye on their hands. The bard strums her harp as she looks at the potions on sale. "Oh to Holodrum we shall go, to Holodrum we shall go, a hi-ho Celestia to Holodrum we shall go..." Laela sings to herself, after which she continues to hum the tune. The shopkeeper's face pales a shade.

"Holodrum? Is that where you adventurers are bound?" Vythica, Laela, Calene, and Dylena set down what they had been inspecting, turn to the shopkeep, and nod. Brianan does the same, but pockets the dagger she has been looking at instead. The man behind the counter shakes his head. "You're all mad. With that dark fiend sitting on their thrown, who could possibly think to enter that land and survive?"

A deep laugh comes from Calene, who says, "Don't you worry for a second. We've faced tougher threats than that oaf before. The rightful king is paying us to oust this fool from the throne." She then taps the greatsword to her side. The shopkeep's face scrunches up in thought, before deciding to ignore the crazies.

"Ooh, is that a Bag of Holding?" Dylena asks excitedly. One of her eyes watches the bag, while the other stares off into an empty corner of the room. "I could really use one. If we adventure much longer my poor mailbag will be ready to burst!"

Brianan facepalms. "That wouldn't be a problem if you didn't accept every fetch quest you find. It's not even just the ones we run into, you go looking for them!"

Dylena looks offended. "Hey, remember I'm a Courier! Asking me not to take things from one po-er, I mean person, to another is like me asking Vythica not to kill people with her brain, or you not to steal stuff!" The shopkeep turns his head and starts to regard Brianan suspiciously.

Brianan gulps and says fast, "Oh Dylena you kidder! Sorry about that Mister Shopkeep, you'll have to excuse my friend here. As you can tell from her eyes she's not quite right in the head, if you catch my meaning." With that the shopkeep shrugs and goes back to his parchment. Several minutes later the adventurers are all ready to check out.

"Let's see here..." The shopkeep mutters as he starts to look over their piles. "Three rubies?"

Vythica lets out a chuckle. "Oh, those are for a, um, special project of mine. Hopefully the end result will include the head of Holodrum's tyrant popping like a grape."

The shopkeeper's face pales a little, then turns to something else. "Four Ioun stones eh? You do know they're all grey, and therefore have no powers. They'll just orbit your head."

Vythica grins and says, "Yeah, I know that. I just want them because they look cool." The shopkeeper just shakes his head and moves on the the next couple items clogging up his counter.

"...I have honestly no idea what these are for," the shopkeep said while looking at a feather boa, harmonica, spiked gauntlet, red hat, and red vest.

"Oh, it's a secret," Laela said with a devious glint in her eye. "Let's just say it involves liberal use of my Bardic Knock Spell."

The shopkeep decides to ignore ever hearing that, and adds the cost of her goods the bill. After finishing, he looks at the space in front of Calene, only to find nothing. She smirks and says, "I have everything I'll need already." He nods and moves on to Dylena, whose only purchase is a Bag of Holding. He smiles as he adds the large cost to the receipt. He looks over at Brianan, who has several dozen small daggers. His eyebrows go up.

"What's that look for? There's nothing wrong with throwing daggers, it's a perfectly legitimate tactic." He rolls his eyes, then totals up the groups purchase.

"That will be 5633 gold pieces," the shopkeeper says gruffly.

"WHAT!?"

Octavia turned her head to Carrot Top. "Yes?" she said as evenly as possible.

"That's just the book's listed price for those items added up, isn't it?" the farmer asked in a acidic tone.

Vinyl took a sip from her soda and said, "Well, yeah. That's kinda how shopping works in this game. Everything has a price in the book, and if you're selling to stores it goes for, I don't know, 75% of that or something. Most DMs just house rule it."

Carrot Top pushed her temples with her hooves. She then said, speaking faster as she continued, "That makes no sense! Why does everything have a set value that every shop agrees on? Shouldn't some items be more common and therefore cheaper in some areas, and while others are rarer and more expensive? How does anypony start a shop if they can't buy anything for less than they can sell it for?" She then took a deep breath.

"There, are you done? Carrot, you should just stick to The Mantra: just repeat to yourself, 'It's all a game, I should really just relax.'" Bon Bon said, attempting to calm her friend down.

"No, I will not calm down!" Carrot continued. "I haven't gotten to the most annoying thing yet! Why is it that after telling this idiotic shopkeeper, who can't spot a thief to save his inventory, that we're on a quest to defeat the guy responsible for the terrible war, a war I'll remind you that the region he specifically lives in has suffered the worst from, he doesn't give us a discount? This never adds up! We're heroes out saving his country at worst and the world at best, and we have to pay for the things we need to do so? Either he's the greediest character ever, or he has no sense of self-preservation!" After she stopped, everypony sat watching her for a while. "Um, that was it. I'm done this time. For real."

Lyra coughed. "We should probably get back to the game now." Everypony nodded and started updating their character sheets for their new items and lightened coin-purses.

Twilight Sparkle awoke to the sound of a familiar belch and the light of green fire. Spike ran up to her holding out a scroll, one carrying the royal seal. She looked over at the clock and sighed. "What is so important the Princess couldn't wait until morning?" she said, her weariness showing not only in her voice, but in the bags under her eyes as well. Spike unfurled the letter and read out, in as much energy as he could muster:

"Dear Twilight Sparkle,

I have news of the utmost *yawn* importance, that concerns you, your friends, Ponyville, even *yawn* Equestria itself. It is best I do not divulge this information in text, it is something you must hear from my own mouth. Gather the other Bearers and bring them to your library. My sister and I should be there in an hour and a half.

Your Faithful Teacher,

Princess Celestia"

By the time he was halfway through the letter, the contents had woken Spike considerably. Twilight and Spike looked at each other, their faces grim. Twilight said, "Spike, you wake up Fluttershy and have her help you with Rainbow Dash. I'll head off and get the others. Try to be quick about it, and make sure they understand the, the gravity of the situation."

A small smile overtook the seriousness on Spike's face. "You mean the situation we literally know nothing about?"

With an odd noise and a flashing light, a large blue box materialized on the side of a Ponyville street. The door opened inward, and four ponies walked out. They all looked a little shaken, and their faces seemed paler than usual. Daisy said, "Not that I don't mind a break after that...ordeal, but is there any particular reason we landed in Ponyville?"

The Doctor smiled, and said quickly, "Weeeeeeeell, there's two reasons. No, wait, three. Firstly, I think it's a good idea to relax after running for your lives as much as we did. Second off, the TARDIS is running closer to empty than I'd like, and Ponyville's rift is as good a one to refuel at as any other. And lastly, I got this message." He reached into his tie collar, and pulled out a wallet. When he opened it, the paper where the license should be said "HELP."

Roseluck smiled widely. "It's good to know that the second we finish stopping one indomitable evil, there's always another adventure on the horizon, eh Doctor?" she said with conviction.

Lily rolled her eyes, but the rest of her face betrayed no emotion. "Please don't say such things, Rose. There's being brave, and just being genre-blind." Roseluck started to retort, and Daisy was about to try and cut the argument off there, but they were all interrupted by a familiar sound. They turned around and saw that the TARDIS was dematerializing. "Doctor, why is it doing that?" Lily asked, a hint of dread creeping into her words.

"There's only one reason the TARDIS would do that: it's detected something around here it doesn't like, and is hiding in the Time Vortex until I call it back," the Doctor said, looking around. "Let's try to keep our eyes peeled. Sexy Thing doesn't spook easy, and if this is bad enough to get her to just take off, I don't want it to take us by surprise."

After breaking camp, the group rides through the morning light. Several hours of uneventful travel later, they come across the border of Holodrum. There's a large wooden gate over the rode. Laela squints at the structure. "I don't see anyone there," she tells her companions. Vythica smiles, then a light blue glow forms around her. She levitates up, and over the gate. Before she can get too far, several archers come out a door on the gate, and start shooting at her.

"Roll your initiative," Octavia said with a smile. Vinyl stared at her dumbfounded.

"Archers? Where in Tarturus did they come from?" she asked Octavia angrily.

"The gate contains a small barracks, and an equally small squad to guard it. If Lyra had rolled better on her Spot check, you would have heard about a door on the base." As Vinyl's face became redder, Octavia's smirk widened slightly.

The DJ threw her hooves in the air. "Well, then why did they just attack us? You didn't even let us talk to them!" Octavia shrugged.

"It's a toll gate. They saw you going over it, and thought you were trying to get around paying. Maybe if you didn't respond to every obstacle with 'I levitate.' this wouldn't have happened." Something clicked in Vinyl's head.

"You," she said, more anger entering her voice. "you hosed me! This encounter was made to hose me, wasn't it! You know the second I get hit with an arrow, I lose my concentration and I'll fall, probably die!"

Octavia responded to her friend's anger with a glare. "Throughout my entire campaign you've ignored every challenge, and stopped the fights from having any meaning. You just mind blast everything, and it's over before anypony else gets to contribute anything! Psion is a ridiculous class in this game, and your shameless," she paused, then continued with a word filled with all the venom she could. "munchkining is ruining my story!"

Vinyl yelled back, "No!" Her friends jumped a little as Vinyl's hoof struck the table. "You're just a control freak! You want to railroad the adventure, and have it go in certain ways, but the second a player steps off the path you've set you blindside them!"

Octavia's face looked like it was struggling to seem composed, and failing. "I don't have a problem with players taking the story in new and exciting directions. My problem is when we build up to an epic finale, one all of us have put in many hours of work towards, and you end it in maybe two rounds! It's anticlimactic and unfair to the others! And Celestia forbid I actually try to give the boss some workaround to subvert your game-breaking two-dimensional fool of a character! Because then I'm being 'unfair,' when what I'm doing is letting the rest of the party do something for once!"

"Power-mad fossil!"

"Min-maxing trollop!"

"I! How dare! Ergh!" Vinyl stormed out of the room, claimed the stairs, and slammed her bedroom door behind her.

Octavia sat there, breathing heavily, before her respiration slowed down. She took a deep breath, then said, "Sorry for that everypony. I think we're done playing for today." She started packing up her things, and the rest took their cue and started gathering their dice and papers.

As Carrot was putting on her saddlebag, Bon Bon came over and tapped her on the shoulder. "I think we should talk."

The farmer turned to Bon Bon, a confused look on her face. "Really? What about?"

"That little outburst from earlier," Carrot Top's face darkened. "it wasn't much about the game was it?"

She shook her head. "No. It's just...it's been two weeks since our last mission from the Princess, and I'm getting antsy. It's not that I don't like my normal life, far from it. But ever since she recruited us, we've been doing something so much more!"

One of Bon Bon's eyelids went up. "And?"

Carrot Top sighed. "And, well, it's getting to be too much. The, I don't know, anonymity of it. We're out there, busting our flanks to help not only Equestria, but our allies as well! But we don't get any parties, or vacations, or discounts or anything! It's petty of me, I know that. But still, it's hard to live with that."

"I don't know what to do about the second thing," Bon Bon said. "But I think we should get used to the first one. It's not like the world comes under threat every other day."

"Doctor, it's at least three in the morning. We should take a break, maybe take a nap. The nasty thing will be there in the morning." Daisy said. They were currently in front of Sugarcube corner. The Doctor didn't reply, and just soniced the building.

"Odd, a building made of sweets, but not what we're after." He continued down the road, his metallic device whirring as he went.

The girls trotted down the street to him, and Roseluck said, "Listen Doc, I was onboard with this adventure as much as you, but it's time to rest. We've been searching for hours, and we're still tired after that whole incident with those robot things!"

"Girls, normally I'd be okay with taking a quick breather, having some fish and chips while we wait, but this is important! The TARDIS hasn't reacted like that since I installed the feature, so we're dealing with something she's scared of! And trust me, when she's scared, we should all be terri—" Before he could finish his thought, the noise made by the screwdriver changed. "What?" He turned it around in every direction, until he managed to find the direction it was strongest. "Alright girls, allons-y!" He trotted towards to reading.

"Why does he keep saying that? What does it even mean?" Lily asked as they followed the Doctor. They ended up just outside Carousel Boutique.

Daisy stared at the entrance, confused. There was a stone statue of a pegasus in front of the store window. "Now that's odd. Why is there a statue in front of the Boutique? And does it look like it's crying?"

The Bearers stood assembled in the town library, and before them stood their two princesses. Twilight bowed in front of the alicorns, and her friends did the same. Celestia raised her hoof, and they stood again. Rainbow Dash asked, "Alright Princess, who's butt are we gonna kick?"

Celestia started to answer, but before she could Pinkie Pie said, "Ooh, is it those monkies from when we were gone? Or are the changelings attacking? Or maybe it's zombies! Or dragons! Or zombie dragons! Or they're changelings disguised as monkeys riding zombie dragons!" Or—" Celestia raised her hoof again, and Pinkie Pie found her mouth filled by Twilight Sparkle's hoof.

The sun princess closed her eyes and sighed. "Thank you for trying to lift our spirits Pinkie, but this is serious."

Fluttershy was shaking, and raised her hoof in the air. Celestia nodded at her. "Um, exactly how serious is this?"

"It's the end of the world."

((Author's notes: Yay! After multiple edits and rewrites, chapter 1 is done! There may be a longer delay than usual between chapters, but the reason should be obvious soon. I'd like to thank Minjask from /fic on Ponychan for reviewing it beforehand, allowing me to fix some errors and hopefully improve the quality.))

Chapter 3-Wait Patiently

A low sigh filled the early morning's empty street. Carrot Top hated it when Pinkie was cryptic like that. The pony's delusion was aggravating at the best of times. She liked to claim that their world was a work of fiction. Sometimes she claimed it was an cartoon, and sometimes she would say it was fanfiction, like today. She kept walking through the street, until a thought hit her: she had no clue where she was. She didn't usually head into this part of Ponyville, and she'd been walking for so long while lost in thought, she'd gotten lost period. Her ear raised, and barely caught a faint voice coming from an alleyway. She trotted down the enclosure.

After changing directions a few times to fit the angle of the sounds, she peeked around a corner and finally came across another pony. Two, in fact: Roseluck and Lily. They were standing in the middle of an alley, slowly moving to the way Carrot Top hid. They were positioned flank-to-flank, each closely watching their direction. "I'm not sure I like this," Lily said, her voice as deadpan as usual.

Rose, who was facing Carrot Top, rolled her eyes. "Oh, what do we have to be worried about? We're facing creatures who can kill at the touch, if we so much as blink. No problems here."

Lily's voice seemed to raise half an octave as she spoke, "You're forgetting that the Doctor told us if the statues get into the TARDIS, all life as we know it could end." A small note of laughter entered her voice. "Just thought that could be important." The two then laughed as they edged down the alleyway, Rose with enough gusto to wake people next door and Lily barely loud enough for Carrot Top to hear. "Rose, we joke, but this is an incredibly important and dangerous adventure. Maybe our most dangerous so far."

Rose nodded, and said, "More dangerous than the one with the robot that looked like a saltshaker?"

"Maybe," Lily replied grimly. "I just wanted to let you know, in case I die here, you're my best friend." A blush could barely be seen on Lily's pink face. "I know I don't make mention of it often, but you really matter to me. Thanks." Rose smiled, for once not in jest or mock, but truly.

"I know what you mean Lil. And just so you know I lo—" Rose said before getting interrupted by Carrot Top stepping out into the alley. Rose immediately jumped into the air and screamed. Half a second later Lily turned around and sighed.

She rolled her eyes and said, "Rose, relax. It's just Carrot Top, not one of those things." Rose's breathing quickly calmed down, and she erupted in a quick laugh.

"Sorry for startling you," Carrot Top said, "but it was getting a little overly melodramatic and I had to cut in." She looked from Rose to Lily. "So, apparently you and The Doctor are on some crazy mission too?"

Not a single muscle on Lily's face so much as twitched before she answered, "Mission? What do you mean by that? We and the Doctor are simple travelers, and we've just stopped into town to pick up some supplies."

Carrot Top struggled not to roll her eyes at the mare. "Lily, I heard what you guys were talking about. Dangerous creatures, world at stake, yada yada. My roommate, who is missing by the way, spent a month 'traveling' with him. I don't know exactly what went on, but I know those who go with the Doctor aren't exactly visiting tea parties."

Lily replied, "Ms. Hooves has disappeared? Hmm..." she said, before standing quietly for a few moments. "Don't tell The Doctor if you see him. He needs to be focused on this, and if he knows something happened to her, he'd get sidetracked for sure."

Carrot Top nodded, "Also, the Bearers are dealing with something, apparently really bad. You don't have to fill me in on what's going on, just answer a quick question."

Rose raised an eyebrow. "You're taking these occurrences rather well."

Carrot Top just shrugged. "I live in Ponyville. It's literally been named the second most weird settlement in Equestria, behind Manehatten." Of course she was leaving out the bigger reasons, with her new employer and whatnot, but telling them didn't seem to be the best idea. "Anyway, just tell me: which way to Rarity's shop? I'm a bit lost, and I know how to get to my place from there."

Lily's eye twitched. "You don't know your way around Ponyville? You've been living here for years, it's barely the size of a Gryphon parti, and you got lost?"

"Uh," Carrot Top said before coughing. "I don't have the best sense of direction." Rose put a hoof over her mouth, tears forming in her eyes.

"Not the best sense of direction?" Rose couldn't hold it in any longer, and started laughing uproariously. "You got lost! In Ponyville! Oh, I can't wait to tell The Doctor!" Lily's lips twitched at her friend's joke.

She told Carrot Top, "The way to the Boutique from here is down this alleyway, a right..."

At the sight of her street, Carrot Top made a sound that could only be described as, "Squee!" As she trotted up, she noticed that Lyra and Vinyl were standing in the road outside her house. There were in the middle of a conversation, but stopped as she approached.

Lyra ran up and gave Carrot Top a quick hug, and Vinyl extended her hoof, which Carrot quickly met with a bump. "Good thing you showed up CT," Vinyl said with her usual level of enthusiasm. "Lyra here was just informing me with a little problemo she's having." At that moment, Lyra's eyes seemed to burst with tears out of nowhere.

"It's terrible!" she yelled. "Bon Bon is missing!" That caught Carrot Top's attention.

"Wait, really?" Carrot asked. "What happened after Game Night?"

"Uh, well," Lyra said, sobs between her words. "We were walking home, and then Derpy came up to us." Her eyes narrowed in concentration. "Something was weird about her, but I can't remember what...Anyway, she said she had something to show Bon Bon at her house, so they left." Somehow even more tears sprung from her eyes as she said, "And, and she told me to head on home, and she'd be back in ten minutes, twenty at the most!" After that Lyra started sobbing to hard to say anything, despite her efforts to form words.

Carrot Top sighed. "Let me guess. You waited up for her, she never showed, you went to bed, and she still wasn't there in the morning." Lyra nodded vigorously. "And then you started going to places she might be and asking around, right?" Lyra shook her head just as hard as she had nodded moments ago. Vinyl spoke up.

"Actually, I was the first person she asked. She just woke up, like, a couple minutes ago." Vinyl tilted her ahead a little. "But CT, how did you know about it already?"

An odd look entered Carrot Top's eye. "Because just as I left last night, Bon Bon showed up and did the same thing to Derpy."

Lyra's crying slowed down a little, and she shook her head. "But, but that doesn't make any sense! Bon Bon was with me, and Derpy is the one who came and got her!" They stood in silence for a while. Lyra wiped the tears from her face with her hooves, though the stains on her cheeks and quality of her eyes made it obvious to all that she'd been sobbing.

Carrot Top smiled and said, "Okay, plan time: Lyra, you and Vinyl go look for Bon Bon, ask anypony you can find about it. I'll go get Octavia, and we'll look for Derpy. Any questions?" Lyra raised a hoof.

"Um, why am I going with Vinyl?" The DJ gave her a look, or at least Carrot thought she did. It was hard to tell with those darn glasses. "No offense Vinyl! It's just, well, I thought you'd be searching with Octavia. Y'know, because you're roommates. And host a radio show together. And, well you are—" Vinyl seemed to steam with anger, so Lyra stopped mid-sentence.

"Because they're still fighting," Carrot said in a solid tone. "They're still being children, and if I put them together they'll just argue more and get nothing done. It could harm their relationship even more." She rolled her eyes, then added, "Plus, if you and I were on a team we'd each want to look for our own friend." She looked at Vinyl, and noticed she had mostly recovered, but she was still a little tensed up. "Why don't you two start searching now, and I'll grab the GM." Vinyl took a deep breath, then nodded. While they headed down the road, Carrot walked up to her neighbor's front door. She went to push it open, only to find it locked. She turned to yell at Vinyl, only to see they were already out of sight. Carrot Top swore under her breath, then looked at the front of the house again. Her eyes were drawn to a particular window, easily within her reach...

"So, why exactly was it necessary to break my window?" Octavia asked as they advanced down the street. It was still morning, though now late enough that they occasionally encountered a pony on the road. Carrot Top coughed.

"Uh, because Vinyl left the door locked. And it was right there..." Carrot said, a blush on her face. Octavia nodded.

"Hmm, yes. Quick question: couldn't you have just ran after Vinyl and borrowed her key? Wouldn't that have saved you this embarrassment? And me some money?" the cellist asked.

"Yeah, I guess I could..." Carrot Top sighed. "Listen, can we drop this? I'll pay for the damages, just stop talking about it!" she pleaded, a little louder than she meant to. A beige coated mare with a bright orange mane and a camera around her neck appeared in a nearby window.

"It's 7 in the morning! Shut up already!" she shouted at Carrot Top. The farmer blushed deeper, and nodded her head. The mare scowled and retreated back into her room. Octavia snickered.

"Carrot Top, you must understand I'm merely, how does Vinyl put it, 'ribbing' you," Octavia said, before letting out a long sigh.

"Missing her?" Carrot Top supplied. Octavia frowned.

"Me? Miss Vinyl Scratch!? She's a stubborn, arrogant, eternally frustrating and irritating cretin!" Octavia responded almost immediately. She paused. "But, there is something missing. When we banter, she and I, there's no misunderstandings. We trade insults back and forth like foals throwing snowballs, harmless and fun." Carrot Top gave Octavia a light hug. Octavia stiffly resisted and first, but then relaxed and hugged back.

"Don't worry," she said quietly. "Friends fight. This wasn't your first, and it won't be your last. Just cool off, and give her time to do the same." Octavia nodded as if in agreement, but tears welled up in her eyes.

"But," she said, barely audible. "What if she's still mad? What if we can't get over it? What if this ends our friendship?" To her surprise, Carrot Top broke out laughing. Octavia's face heated with anger. "What!"

Carrot returned her hostility with a smile. "You two? Stop being friends?" She chuckled a little more. "I'd say that the chances of that happening are somewhere between Cloud Kicker going a day without vocalizing her want to bang somepony and Berry Punch staying sober for a week." Octavia let out a pensive snicker, and stood on her own.

She wiped her face with a hoof. "We must move on with our search, I doubt Derpy shall find herself," Octavia said with a smile. They continued down the road, then took a left down Gronseth Ave. An odd sight immediately caught their attention. Halfway down the avenue, a brown stallion with a tie and a pink mare were huddled into a corner, both looking intently at a stone statue directly in front of them, of a pegasus with wings covering it's face as if in mourning.

"Well, this is another fine pickle you've gotten us into Doctor!" Daisy snapped at the Doctor. "Oh, and blink." As she said that, the Doctor focused more intently at the statues as Daisy blinked her eyes.

"Me? You're the one who wanted to come back to Ponyville after a harrowing escapade! Blink." They repeated the maneuver, but this time the Doctor blinked while Daisy stared.

Daisy's eyebrow twitched. "What do you mean it's my fault? You said we landed here to refill the TARDIS's, uh, photon filter or something! Blink."

The Doctor coughed. "Oh, yes, that. Well, you see," he said nervously. "Thaaaaaaaat may not have been entirely accurate. You see, we could have refilled the TARDIS in a number of far more interesting and less dangerous places, but you said you'd like rest after almost being killed by a psychopathic xenophobic murdering machine. Blink." He paused from his rapid speech while they enacted their routine. "I'd rather you were happy. Not only does it do my heart some good, but when you're upset Rose and Lily are the same way in no time whatsoever."

Daisy smiled and said, "Blink. Thanks Doctor. It's good to know that you care about them, and me." The smile suddenly flipped into a scowl. "But remember, if either of them gets hurt, and you can't help..." She shook a hoof in the air for emphasis. "I'll make an encounter with one of those plunger wielding robots look absolutely pleasant."

"Ahem." Carrot Top said. The two time travelers turned to take in the appearance of Carrot Top and Octavia. The Doctor's face broke out into an ecstatic grin.

"Ah, perfect! Now we don't have to do that terrible blinking maneuver! Keep looking at the statues, girls, as my companion and I escape," The Doctor happily. Daisy climbed up on his back, and jumped over the large statue. The Doctor then tried wedging himself in-between the statue and the wall, struggling to slip through the small space. "If you have business with me, I suggest you do it now. The second I'm free my assistant and I are going to run like we've never r—no that's not exactly true, we run like that practically every day. Hmm, run like the wind then? Or is that not a pony saying?"

Octavia looked at the stallion as if he were mad, then shook her head. "We were wondering if you'd seen Derpy anywhere?" A dark look crossed over the Doctor's face.

"Derpy? What happened to her? Is she missing?" he said, his words carrying a sharp edge.

Octavia started to speak, but Carrot Top cut her off. "No, she just left something at home, and we're trying to find her along her mailing route. We thought she might have seen you and struck up a conversation." Octavia gave her an odd look, but said nothing.

The Doctor's face brightened. "Oh, is that all? Well never mind then, silly old Doctor expecting the worst. But no, I haven't seen her since I dropped her off..." he said, his voice trailing off with a note of despair.

Octavia tilted her head at him. "What? That makes no sense! You went and saw her at the hospital a few months ago!"

His right ear raised up. "I did, did I? Daisy, when we're done with, no scratch that, if we're done with this Weeping Pegasus fiasco, remind me to jump back two months in front on Derpy's house." As he finished, he finally popped out from the tight space. He gave the two mares a large smile, then said, "Well, if that's all, I have some problems to see to." He and Daisy trotted off down the road, the Doctor saying something they couldn't quite make out, though it sounded like the Gryphon language. Octavia looked at Carrot Top with a piercing stare.

"Why did you lie to that doctor fellow?" she asked.

"I had a run in with Rose and Lily earlier. When I told them what was going on, they said not to tell him about Derpy if I saw him. Something about getting sidetracked or something," Carrot Top responded. Octavia nodded, and they continued down the avenue.

It was a few hours later. Carrot Top and Octavia sat on a bench in the park, taking a small break. Carrot let out an exhausted sigh. "I don't think we're going to find her, Octavia. We've had no leads at all. Maybe, maybe we should head to the Royal Guards and file a missing pony report." Carrot said dejectedly. Octavia was about to respond, but gasped instead. She pointed with a hoof across the park.

"Look!" she shouted. There, across the somewhat crowded town park, Derpy Hooves pushed through the crowd, attempting to cut through the area.

Author's notes: Wow. Sorry this took so freaking long. And stuff. Oh, and if you want to know how Rose was going to finish her sentence, or what Lyra was going to say: nope. No Word of Roy to be found. At least, not unless you give me...A REGISTRATION TO SACANIME! ... What? You expected me to ask for your soul? Psh, I'm not THAT trite.

Chapter 4-Greet Your Guests

The two mares stared slack-jawed at their previously lost friend for several seconds. Carrot Top quickly recovered, jumped off the bench, and galloped over to her roommate, with Octavia only a few seconds behind her. As Carrot caught up to Derpy, she gave her friend a large hug as tears ran down her face. "Where have you been? Dinky and I were worried sick!"

"Uh," Derpy said uncomfortably. "I was just, y'know, doing my job. I had to leave early in the morning for, um, a special assignment. Yeah." Carrot Top looked relieved, and released Derpy from the vice that was her hug.

Octavia stared at Derpy and said, "Well then, it's about the time Dinky gets out of school. How about we head over to Cheerilee's classroom and pick her up?"

"Oh, that's not the best idea," Derpy said, frowning. "I still have to deliver this really important package." She pointed at her mailbag, which from the bulges seemed to contain a large parcel. "You could go pick her up for me, I should be home later."

Carrot Top began to answer, but Octavia cut her off. "Actually, if you don't pick her up she's already going over to her friend's house. Why don't we join you on this delivery? You can never be too careful." Derpy looked like she was going to argue, then shook her head and smiled.

"Sure! The more, the merrier!" she said, and started down the road, Carrot Top and Octavia right behind her. They headed out of the park, and down Main Street. "So, what did I miss today?"

"Oh, you know," Carrot Top said, "just me spending all morning looking for you." Derpy shot her an apologetic glance. Carrot smiled back. "Sorry, it's just I've been worried sick about you." She paused for a second, her eyes scrunched up in thought. "What was with that thing last ni—"

Before she could finish her sentence, Octavia cut it off by pointing her hoof and speaking over Carrot Top. "Hey, is that Fluttershy?" Indeed, less than twenty meters ahead of them was Fluttershy. She had a harness strapped to her back, and was pulling a large cart. The inside of the cart was filled with various cages, crates, and containers. At Octavia's exclamation, the trio walked up to the pegasus struggling to pull her cargo down the road. "Why, hello there Fluttershy. How are you doing this fine afternoon," Octavia said in greeting.

"O-oh. Hello there Octavia, Carrot Top, Derpy," Fluttershy said. Her cheeks were blushing, and her eyes were darting around, never looking directly at any of them for more than a millisecond. Silence reined for some time.

"So," Octavia said, "are you going to tell us what you're doing with that contraption, or are we going to have to guess?" In response, Fluttershy stammered and looked at the ground.

Carrot Top shook her head, then said, "Let me take a shot in the dark: something is going on tonight. This mysterious 'something' holds the lives of everypony in Equestria, if not the whole world, in the balance. Not only that, but the only ones who can stop it are you and your friends, and you were specifically told by the Princesses not to talk about it to anypony. Does that sum the situation up pretty well."

Fluttershy blinked, looked up and into Carrot Top's eyes, then nodded. "That's exactly it. I-I'm not sure how you found out, but something terrible is going to happen tonight!" Tears welled up in her eyes. "T-the chances are likely that tonight I might d-d-d, that I might not be here tomorrow. Some of my animal friends can't really s-s-s-s, can't really live on their own. That's why I'm buying these containers. I'm going to make s-sure that if anything happens to me, they'll be sent to somepony who can take good care of them."

Octavia and Carrot Top smiled. "Good luck then. I'll be quite cross with you if I wake up tomorrow and there's no world to wake up to," Octavia said with a smile.

Fluttershy returned her smile with one much smaller. "I hope you two have a good day too. Oh, and if you see Derpy again later, tell her I said it to her and her children as well." Fluttershy turned and started back down the road. After a second, Carrot Top and Octavia's eyes narrowed, and they look behind them. Derpy was nowhere to be found.

Carrot Top and Octavia collapsed onto the ground, huffing and puffing as they did so. "Well," Octavia managed to say between gulps of air, "since we've been running for more than ten minutes, and still haven't seen hide nor tail of her, I'm going to guess she flew off." Carrot Top nodded, stood up, and steadied her breathing.

"Dammit," she swore. "I knew something was wrong! She wasn't worried about Dinky, she didn't mention her increasingly odd encounter with Bon Bon last night, and, and," she rambled. Carrot stopped for a second, deep in thought. "Something just didn't seem right about her..."

"I know what you mean," said Octavia, finally having recovered. "Something about her did seem 'off'. Well, more 'off' then usual."

"That's not the point!" Carrot Top shouted. "What matters is that we took our eyes off her, and she disappeared! Again!" She sighed, then let out a low chuckle. "This is easily one of the weirdest days I've ever had."

Octavia smirked. "What about that one case Luna sent us, with the Diamond Dog ambassador? And the Minotaur assassin?" Carrot Top groaned.

"That. That does not count." Carrot Top growled while Octavia snickered. "Firstly, it was not a 'day.' That particular mission took us two weeks! Therefore, it didn't meet the qualifications of my statement. But even if it did! I still said, 'one of.' This day a little more than half over, it can get weirder from here!"

Octavia opened her mouth to reply, but stopped when she heard a familiar voice yell out, "Hooveston, we have a problem!" They turned their heads, and behind them was Vinyl Scratch, running frantically towards them. She skidded to a stop a few centimeters in front of Carrot Top. "Lyra's gone."

"What." Octavia asked flatly. "What do you mean by 'gone,' exactly? And how exactly did that happen!?" she asked.

Vinyl stepped back if few paces, her hoof rubbing her mane awkwardly. "Uh, yeah. So, we were looking around for a while, when all of a sudden we ran into Bon Bon! I thought something was weird, but Lyra didn't care. She was too busy bawling and hugging her." Vinyl paused for a moment before continuing. "Like I said, I thought something was up. So I told them to stay there, and I'd try to track you guys down. I trotted off in the direction you went, but after five minutes couldn't find you.

"So I headed back to where I'd left Lyra and Bon Bon waiting. Except when I got there, they were gone! I looked around for hours, but I still couldn't find them! At all!" Vinyl let out a long, sad sigh. "It's my fault. I should have stayed with them. Splitting up? I thought I was smarter than that. I mean really, w—" Vinyl was silenced as Octavia put a hoof on her shoulder.

"I'll have no more of that rubbish. You made a call. It was brash, short-sighted, and maybe a little idiotic," Octavia said.

"If this is supposed to be a pep talk, you're really lacking in the pep department." Vinyl interjected.

"But," Octavia continued, "flagellating yourself over it now won't help Lyra, and it just isn't who you are."

Vinyl blinked. "I'm sure that's supposed to be really insightful and smart, but I have no idea what that word starting with 'f' means." She choked back laughter. "Kinda ruins your epic speachifying skills."

"Yes, I suppose it rather does," Octavia said, a smile creeping into her lips. "Okay, how's this then? You are Vinyl Scratch. You are brash, short-sighted, and a little idiotic."

"Hey!" Vinyl cut in. "I take offense to that! I see just well, thank you very much! These glasses are not prescription."

"Vinyl! Quit going off topic! What I'm attempting to say is that you shouldn't 'beat yourself up' over your choice. If I had been there with you, as usual, I would have shot your suggestion down. But I wasn't." Octavia took a deep breath. "I apologize for last night. I acted rudely and unfairly. If you want to keep playing a," she paused for a moment, "psion, then I won't stop you."

"I accept your apology Octy. I guess it wasn't all your fault anyway. You were right, I was kinda ruining the game. Next time I'll try to, uh, restrain myself when character building," Vinyl said sheepishly.

Octavia gasped. "So you'll give up on min-maxing then?"

"What? Are you insane?!" Vinyl said with the return of her million-watt smile. "Changes in small steps Octy, don't get greedy. Next you'll want me to clean the kitchen or stop wearing my AwesomeShades© or, blech, start playing some boring old classical instrument." Octavia scowled for several seconds, before bursting into laughter. She then pulled Vinyl into a fierce hug. "Wait a second, who are you and what have you done with my Octy!? My prude never laughs! Are you some kinda shapeshifti—ouch, hey!" Vinyl said as Carrot Top punched her lightly in the shoulder.

"Listen, I'm glad you two made up and all, but we need to get going. Something around here stinks, and we need to start making some progress."

It was late afternoon as the street the three mares were walking down transitioned into the market area. Carrot Top looked around and sighed. "Great," she said. "Still no sign of them." Vinyl trotted over to her friend and slung an arm around her shoulders.

"Listen CT," the DJ said excitedly. "You need to stop being a sour puss, focusing on all the bad stuff and, and stuff!" Carrot Top turned her head to look at the grinning pony.

"Really, Vinyl? Then what, pray-tell, should I be focusing on?" Carrot asked.

"We're not bored!" Vinyl shouted. "Think about it, how long has it been since anything interesting happened last? I thought I'd die of dullness, but now here all this is! Three friends, missing! Something crazy's going down tonight with our faithful and stalwart heroes, the Bearers!" As she praised the six, sarcasm bled from every word. "And even that crazy doctor guy and his ever vigilant companions the Flower Shop Trio are doing something, even if it is just running from statues! The only way this day could be better if it turned out the ponynapping was part of a plot that could end up destroying the world!" As Vinyl continued her rant, she talked faster and louder and Carrot Top's glare intensified.

"Why, so we can risk our lives again with no recognition for our duties? I think I've had enough of that..." Carrot Top muttered under her breath.

"How in tarnation did y'all find out about the attack tonight?" asked a voice not five meters to their right. Standing there was Applejack, next to her sales stand. Carrot Top rolled her eyes.

"Let's just say we've had an action-packed day and Rarity isn't the best at keeping secrets." Carrot said. She looked pointedly at the cart, then back at Applejack. "This is probably an odd question, but why are you doing this? All your friends seem to think it's likely this is your last day alive, and you're spending it selling apples?"

Applejack shrugged and answered, "There are lot's a ways folks could die. My family knows, and we've made our peace, but our cryin' and moanin' ain't gonna support the farm!" She paused a second, before grinning. "Besides, I ain't fixin' to die tonight." Carrot Top and Applejack looked at one another. "I don't know exactly what's going on, but it sounds dangerous. Y'all better still be here tomorrow, or I'll be ornery at ya."

Carrot Top burst into a small chuckle, then nodded. "Same to you." Applejack nodded in reply. "Come on you two," Carrot said. The three mares set off down the road. Once out of earshot (or so they hoped), Vinyl tapped Carrot Top on the shoulder.

"I heard what you muttered back there. Are you thinking of quitting the...the...whatever it is our group is called!?" Vinyl asked.

"No!" Carrot exclaimed. "That isn't what I meant." She looked away. "It's just...frustrating. We work and sweat and bleed so everypony can stay safe, but nopony will ever know but us!" She said, gesturing around with her hoof as she spoke.

"So?" Octavia asked. "We didn't start doing this because we wanted praise, in fact we knew from the onset it wouldn't come our way."

Carrot Top sighed. "I know. I just didn't think it would hurt this much."

It was nearing evening as they passed the library. The sun's fading light made the shadows between buildings long and deep. As they scanned ahead, they caught sight off a pair of ponies standing in the area off in a nearby alley. "Wait a second," Carrot Top said slowly. "Is that...it is!" As they trotted closer, they could clearly see a grey pegasus standing next to a guard, and a package between them. Said guard looked from Derpy to the three strange mares.

"I thought you said you gave them the slip," the Guard said in a deep, disapproving voice. Derpy started sweating.

"Uh, hey guys. Sorry about ditching you like that, but talking with Fluttershy was taking too long, and I really needed to get this package delivered." Derpy said.

"Really?" Carrot Top asked. "Funny that. Usually you deliver your packages to actual houses, not strange guards in backalleys."

"Oh!" Derpy stammered. "W-well that's an interesting story, y-you see—"

"Shove it." Carrot said flatly. "You weren't concerned about your own daughter, and last night isn't making any sense."

"You didn't let me explain!" Derpy snapped. Vinyl approached her right side, and reached towards her eye. "Quit it! I don't want to go blind!" The looks of the three mares in front of her turned cold. "Uh, did the temperature just drop 5 degrees?"

Carrot Top shook her head. "You just sealed your fate. That was a test." Her glare intensified. "You see, there's this thing about Derpy Hooves: her eyes aren't too good. There's the obvious fact they don't go in the same direction half the time (which yours have failed to do all day mind you), but she's actually completely blind in her right eye." She turned her head and spat. "I've never seen one of you before in the flesh, but I know what you are. Hello, changeling."

Derpy(?) looked stunned for a second before grinning. Her right eye drifted off towards the sky. "So, her eyes are always like that? I just thought we hit her too hard. What an odd—ow!" The guard, who has been standing silently, smacked her over the head with a hoof.

"You have failed a basic disguise. Thanks to your carelessness, our entire mission may have been put into jeopardy. This mistake will not be forgotten." He turned his harsh gave towards Carrot Top, Vinyl, and Octavia. "It seems you three know the truth. It's a shame, but there's no stopping it now. Looks like you'll be joining the others." Carrot Top started to move, but the guard's horn glowed with a bright green and everything went dark.

Author's Note

UGH. Okay. I am scum. I could rattle off excuses, but they won't amount to much. I was lazy, and this chapter took too long. I hope *crossing finger* that the next chapter won't take 3 months. Oh, and that thing about an editor? #1 reason this took so long. Let's just say I'm my own editor for now.

Chapter 5-Roll Some Dice

Sounds.

That was the first thing Carrot Top registered. She was hearing something.

Voices? Maybe. They definitely didn't sound like anypony she'd ever met. The voices(?) clicked and snapped, as if they'd been shaped by something other than equine lips. "Changelings!" She thought to herself, and immediately struggled to better discern what was being said.

"... it's not my fault! Making me do this is completely unfair!" The voice was light, but it carried a fire of outrage and indignation that burned through every syllable.

"Fairness has nothing to do with it. It's your fault we had to apprehend them in the first place, therefore you shall be the one to stand watch over them." This voice was different, much more resonant. As if made to contrast it's partner, it's words were full of an empty coldness.

"But—" The first voice began, before being interrupted by the second.

"I am your superior on this mission. That means you obey my orders. You will build more pods, and put the prisoners in them. Then you're going to stay here, guarding them until I return. Understand?" The second voice asked. The first voice muttered in response. There was the faint sound of hoofsteps, ten seconds of silence, and then the creak of a door opening and shutting. Afterwards the room was quiet, except for the light breathing of several ponies and the steady, controlled breathing of who Carrot guessed was one of her captors.

"Well," she thought to herself, "no use pretending to be unconscious now." Slowly, Carrot Top opened her eyes and took in her surroundings. The room was underground, as evidenced by the dirt walls. The wooden ceiling, tall ladder leading to a trapdoor, and cobblestone floor led Carrot to guess this was somepony's basement. If so, whoever owned it was negligent on cleaning it. There were boxes, barrels, and various other containers spread around haphazardly on the ground. What really stuck out, however, were the glowing green pods attached to the far wall from where Carrot Top sat.

They looked similar to the cocoon of a butterfly or moth, with the exception that they were larger than a pony and the outer walls were mostly transparent. They seemed to be filled with some sort of liquid or gel, and each one contained a friend. Bon Bon. Lyra. Derpy! It took quite a bit of willpower, but Carrot Top managed to stop freaking out long enough to continue investigating. She was tied up, or at least her forehooves were. A quick look to her side saw that Vinyl and Octavia were tied up in similar ways, and it seemed for the moment that both were unconscious. It took Carrot Top a second to realize the larger problem. Vinyl's glasses were gone. Carrot swore under her breath. The DJ's amazing specs weren't getting them out of another predicament. She sighed. It was all up to her now.

Her train of thought was quickly derailed by an annoyed huff. Her eyes quickly found the source: a changeling. It was...huh. It was at this moment Carrot Top realized that it's hard to describe an individual if you have no clue what the rest of the species looks like. "What are you staring at?" It asked her. It was clear from its voice this was the changeling being chastised by its superior earlier.

Carrot Top cleared her throat, then said, "What am I supposed to look at? I don't know if you noticed, but there's not much in the way of scenery."

The changeling eyelids lowered. Was that supposed to be a glare? "You're not supposed to be looking at anything! You're supposed to be knocked out cold!" It hissed.

"Yeah, well, Earth Pony endurance and all that jazz." She said with a tiny laugh. She focused her eyes on the changeling. "So, what about you? What's your name?"

"Private Thorax of Queen Chrysalis's 13th Swarm." It said automatically.

"Okay, well, are you a male or a female changeling?" Carrot Top asked.

Thorax did...something...with it's compound eyes. "Ugh, ponies. Are all of you still so ignorant of changelings?" From it's tone, Carrot hazarded a guess that the earlier expression was the changeling equivalent of rolling it's eyes. It comforted her somewhat that even among scary invading bug monsters, there were those who appreciated the classics. "Well, if you're that damn curious, changelings are genderless. Our transformative abilities can make us any gender of any species we want."

Carrot Top nodded, filing away the information. She nudged her head towards the glowing cocoons and asked, "Alright then, what are those things?"

There was a pause before Thorax spoke. "My, my, my. What an inquisitive little pony you are. Makes me wonder, 'Why is a civilian asking me so many questions about my race?' The mind boggles."

This, Carrot Top decided, was not good. Things were moving too quickly. She needed to think fast. "Uh," she stammered out, sweat starting to bead on her forehead, "it's this bad habit of mine. When I'm nervous, I try to stay calm by keeping my mind busy, so I ask questions."

Silence reigned. Carrot and Thorax looked at each other, neither speaking. As it continued on and on, Carrot Top became sure she'd been found out. "Well, I guess it won't hurt to answer your little questions. I'd rather my prisoner not freak out." It took all of Carrot Top's willpower not to breathe a sigh of relief. "Those are what we call conversion pods. Using our saliva and any organic materials we can scrounge together, a changeling can build one in about a few hours." She looked around, her eyes now trained on a nearby wooden crate. "Speaking of which, I need to get started on you and your friend's pods. I don't want to give Coxa the excuse to chastise me again."

She smashed the crate into pieces with a chitin hoof, then carried them over to a space beside the pod containing Lyra. "Okay, so, what exactly do conversion pods do?" Carrot Top asked.

Thorax was using her wings to hover near the ceiling, where she then coughed up an odd green oozing fluid. She stuck some to the wall and roof, then used it as an adhesive to stick a large piece of wood. After clearing her throat, she answered. "They're exactly what is says on the tin. We put ponies in pods, and they're converted into changelings."

"..."

Carrot Top was speechless. Thorax's words had completely derailed her train of thought. After sputtering and stammering a few false starts, she managed to say, "Are you saying changelings used to be ponies!?"

Thorax continued working on the pod. "Heh, yeah. Even I'm not exactly sure where we came from originally, but everyling I've ever met used to be a pony." It stopped talking for a second to spew more green fluids on the wall. It then used up the last remains of the first crate, and began looking around to find more materials to use.

"So...what were you like, before you were a changeling?" Carrot asked. This wasn't about the strategic information anymore, now she was just plain curious.

At that question Thorax froze. It stood in place for almost half a minute. Then it continued its task. Just as Carrot thought it was ignoring the questions, Thorax spoke up. "Thread. My name was Thread Weaver, I..." it trailed off. After another long pause, it continued. "I was a mare. I made dresses for a living, in Vanhoover." Her voice seemed almost nostalgic. "That was 60 years ago."

"Sixty years!?" Carrot was thankful she hadn't been drinking anything, she wasn't overly fond of spit-takes. "But you look...okay, granted I don't have a firm grasp of how changelings look as they age, but you sound young!"

Thorax chuckled, but the sound lacked any sense of mirth. "That's probably the best thing about being converted: longer life-spans. I've never bothered to ask if there's a hard limit yet, but I know a few changelings who are over 150 years old." The room was filled with an awkward silence as she worked. After almost a minute, Thorax finally broke it. "Not to sound rude, but could you lay off the personal questions? I'm a changeling now, and I'll be one until I die. Remembering the past is nothing but salt in the wound." Her words stung Carrot Top. Now she couldn't help but imagine that. Being turned into an alien creature, drafted into a new life, and no chance of returning to who you were. Carrot Top pitied the changeling.

Carrot realized that feeling sorry for her enemy wasn't exactly the best thing to focus on, and jumped into a new topic. "Who's Coxa?"

"My superior on this mission," Thorax stated, sounding slightly relieved. She didn't look back from her work as she responded. "Coxa's a Lieutenant. For now, at least."

"What do you mean by that?" Carrot asked.

"Coxa's a bit of an oddity," Thorax said. "Because of our longer lifespans, it takes a while for us to move up the chain of command. It took me 34 years to become a Private." Her last sentence sounded bitter, angry. "But Coxa? Perfect, amazing, precious Coxa? From newly changed to Lieutenant in under a decade." She waved her hole-laden hooves through the air. "I've never heard of anything like it! And there's no way it'll stop at Lieutenant either!"

Carrot Top weighed her options. Thorax sounded like she really had it out for this Coxa. How to tackle it? "That sounds incredibly unfair. You obviously work hard, yet it got promoted so fast. Why would that be?"

Thorax let out a huff before answering, "I don't know. Officially it's due to Coxa's hard work and efficient track record, but that's impossible. Not that Coxa's a bad leader, but they're a lot of changelings who are good at what they do. I heard a rumor once that in a former life, the good lieutenant was a stallion working for ol'Sunbutt's Royal Guard. I don't buy it though, how would that explain the promotions?" Carrot Top gave a silent prayer at Thorax revealing that bit of backstory. Unreliable as it may be, it at least let her give this Coxa guy some mental pronouns.

"So, why do you follow him?" Carrot asked.

Thorax turned to look at her, her eyes...doing something. The species gap was starting to annoy the hell out of Carrot Top. "You're joking, right?" Carrot shook her head in response. "Wow, you really don't get us. You do what your superior says. Period. Sure, usually it's out of admiration, or maybe respect, like I do with Coxa," Thorax said, her eyes becoming harder as she spoke. "But even when your Captain's an idiot or a coward or completely and utterly insane, you do what they say. Because the price for insubordination...is one you can't afford to pay." A smile lacking any sense of humor stretched across her face. "It's a good thing we're having this talk. Once you're part of the Hive, you'll be a step up on your friends here. And in the Hive, you take any advantage you can grab."

It took most of Carrot's effort to stop herself from throwing up. "Once I'm what?! You're, you're gonna turn me into a changeling!?" Thorax rolled her eyes again.

"No, I'm building these pods because I'm bored." She said, sarcasm bleeding into every syllable. Carrot Top took a deep breath.

Once she felt a semblance of calm, she tried talking again. "How long does the process take?"

Thorax shrugged. "Tough question. Considering there isn't a more magically adept changeling working full-time on the process, it should be around 2 or 3 weeks," She said slowly as she worked.

"Okay, I gotta ask," Carrot Top replied. "Why did you kidnap my friends? Why disguise as them?"

Thorax laughed. "You wanna know our plot, little pony? Fine. We're gonna take out the Bearer's of Harmony." Carrot's stunned silence filled the void. A giggle came from the changeling. "It's pretty smart. We took the beige one because of her heart condition." Thorax paused. "Oh, did she not tell you guys? She has a heart problem, and part of her treatment is a nice big bottle of pills. Little did she know the stuff is also a powerful explosive.

"I took and replaced the one with weird eyes because of her job. In order to make the bomb, we needed to import some fancy-shmancy parts from all the way in Canis. There was just one problem. Because of it's, well, very specific uses, the stuff isn't allowed to just be imported into Equestria. Has to be signed off by the right people. Lot's of time, lot's of bits, and lot's of background checks. So we had to smuggle it. Of course, we needed to be sure the pony delivering it wasn't this ditz, didn't want her to muddling things up like we hear she does. So I swapped her out with yours truly.

"The boss already left with the bomb. At midnight, that little library's gonna explode, and the heroes are gonna burn..." Her voice trailed off, then she shook her head before looking at her prisoner. Carrot was smirking. "You...you sneaky little spy." The changeling flew down from the ceiling and towards her. "You've been drilling me for intel this entire time! What, you think you can get out of this mess? How're you..." Thorax stopped about a meter from Carrot Top.

Carrot couldn't keep it in any longer, and burst out laughing. "Wow. I expected you to talk all about the changeling stuff, but spilling your whole secret plan?"

"Ah. I see. Get me all worked up, then I get close enough for you to tackle, and use your freakish Earth Pony strength to knock me out." Thorax said in an acid tone. "You get our secrets and a way out." She smiled. "Clever. But not clever enough."

Carrot let our another giggle. "Wow. For a second I thought you actually might have guessed my plan." She reached to brush away a tear from her eye, only to realize her hooves were still bound. "That idea is way too sloppy. Mine is much simpler."

"Oh yeah," Thorax said through clenched teeth, her eyes narrowed. "And what's tha—" Before she could finish her thought, a large crate enclosed in a grey magical aura whooshed through the air and collided with the large bug. Thorax didn't have time to be flung away, the box pinning against her as they both flew through the air. In less then a second, the changeling smashed against the wall, pinned there by the box.

Without turning her head, Carrot Top said, "Really Vinyl? I think that was a tad overdone." She turned to look at the unicorn, whose maroon eyes stared back.

The DJ let out a bark of laughter and replied, "Oh come on CT, if that wasn't the perfect lead in, I don't know what is!" To their side, Octavia was blinking, her bleary eyes looking around.

"Alright," she mumbled, "Where the bloody hell are we?"

Carrot Top nodded her head towards the crate broken of the unconscious changeling, the holes spilling candy onto the floor. "I'm gonna go with Occalm's Razor and say we're inside Bon Bon's basement." Carrot said, while Vinyl's telekinetic field worked on the ropes.

The three mares stretched their legs as they relished their newfound freedom. "Say Vinyl, how did you get so good at tying and untying ropes?" Octavia asked, looking at the newly bound Thorax.

"Ha!" Vinyl laughed. "It's a skill I picked up in High School. Catch me when I'm not sober, and I just might tell the whole tale." She and Octavia shared a laugh, then they moved over to the cocoons. Carrot Top was already working of freeing Derpy. Her hooves where digging into the green substance, and when she hit the inner cavity the clear viscous fluid spilled out of the pod, covering the floor. She grabbed Derpy and dragged her out of the the now empty cocoon. There was a single hushed moment, where all stared at the pegasi's unmoving form.

The silence was broken with a cough, and Derpy's eyes blearily opened. She opened her mouth to say something, but was interrupted when all three mares gripped her into a hug like a vice. After a couple seconds, she managed to squeak out, "I...kinda need to breathe..." They immediately released Derpy, and stepped back a few paces, Carrot and Octavia blushing. Derpy shook her body, the clear slime flinging every whichaway out of her coat. Then she banged the side of her head with her hoof, more of the gunk flying our of her ear. As she continued to rigorously clean her body, she smacked her lips a little, then scowled. "Ugh, I hate being put in those things. That goop's taste lingers in your mouth for weeks." Once she had deemed herself clean, she walked up to Carrot Top. "How long was I in that stuff?" she asked.

"Not too long, it's only been a day. Dinky's staying at a friend's house tonight." At Carrot's words, most of the tension dissipated from Derpy's face. The two shared a brief hug, then they turned to see how the others were fairing.

Octavia and Vinyl had dug Lyra and Bon Bon out from their pods, and Lyra was already coughing and asking where she was. It took a few seconds for Carrot realize what was wrong: Bon Bon hadn't moved. She wasn't the only one to notice, as Octavia had her ear against her chest. Her head then moved to just above Bon Bon's mouth, and when she looked up at the others, fear showed in her purple eyes.

"Bon Bon's in trouble. She's barely breathing, and her heartbeat is fairly weak. She needs to get to a hospital, now." Octavia said, her face grim. All eyes turned to Carrot Top.

She took a deep breath then said, "Okay, hospital. She'll need to be carried there. Which of you could do it?" Octavia and Vinyl nodded, but Lyra and Derpy shook their heads. Lyra started to speak, but was cut off by Derpy.

"After being immersed in that stuff as long as we were, neither of us is strong enough to help carry her," Derpy said. Lyra stared at Bon Bon, tears in her eyes.

There was a pause as Carrot thought about how to proceed. "Alright. Either Vinyl or Octavia will carry Bon Bon to the hospital while the other one goes with Derpy, Lyra, and myself to the library to stop Coxa. Any questions before we move out?"

Octavia and Vinyl shook their heads, Lyra mumbled something indistinct, and Derpy asked a question. "Coxa? As in, Commander Coxa?"

"Actually, I think it's Lieutenant," Carrot corrected her. "Why? Do you know him?"

Lyra tried to cut in, her voice weak and soft, "Uh, the..."

"Huh, so this is before he got promoted that far up..." As Derpy talked her right eye started to drift towards the ceiling. "But yeah, I know him. Or rather, I will know him. It's sorta confusing."

Carrot Top narrowed her eyes, then nodded. "So, what can you tell us about him?"

"The thing is..." Lyra said quitely.

"He's dangerous," Derpy said immediately. She paused, then continued. "He might be the most pragmatic pony I've ever met. He abuses what his opponents expect from 'bad guys' to make his plans work more smoothly. Don't assume anything with him." She thought about it a little more before adding, "That's about all I can say right now, without screwing the timeline up too badly."

Carrot Top gritted her teeth, and took a deep breath. "If you can't say more, that's okay. I can work with that. Alright mares, let's head o—"

"I'm not going with you." Lyra said. "I can't go with you. I'm going to the hospital, to help watch over Bon Bon." She looked at Carrot Top, her eyes brimming with tears. "She's in trouble, I need to be there."

Carrot's first instinct was to argue. This mission was going to be dangerous, and pulling it off with four ponies was going to be risky. Trying it with only three was just plain suicidal. But then she looked at Derpy. Would she act any differently, if it was her friend who was in this much danger? No. She let out a long sigh, and said, "Okay. Stay with her, and do your best to make sure she's okay. That's an order." Lyra nodded and flashed a sincere smile. Carrot turned to Octavia and Vinyl. "So, which of you will be taking Bon Bon?"

Octavia stepped forward. "I should do it. Though I rarely make use of it, my Earth Pony strength and endurance should make it possible for me to bear her weight the whole way there."

"Ha!" Vinyl laughed. "No way! My telekinesis can easily carry BB"

Octavia shook her head. "Vinyl, you aren't thinking. You're far more helpful in a situation like this than I am."

"..." Vinyl was silent was a few seconds, which was a definite rarity for any conversation she was in. "How about this. I ask a random pony for a random number, and if that number doubled is odd, I'll go. If it's even, you go." She turned her head towards Derpy. "Derps, give me a number."

"40," she said pausing to think.

Vinyl gave a dramatic sigh. "Crap, that's 80. Looks like you're taking her." She looked over at Carrot Top. "I'll head topside first, check out if there are any guards, maybe find where they stashed our stuff." Vinyl trotted over to the ladder and climbed up quickly. Once she was gone, Carrot looked over at Octavia.

"Isn't any doubled number even?" she asked the cellist.

Octavia nodded with a faint smile on her lips. "Yes, and she knew that. She realized I was right, and caved in without seeming like she gave up. She does it quite often." The smile grew by millimeters. "What an obstinate, thick-skulled, amazing pony she is."

Carrot Top looked at her friends. They were dirty, a little tired, and one was in serious danger. Several others, herself included, weren't likely to live through the night either. She took a deep breath. "Well, let's brush ourselves off. It's time to party."

Author's Note

It's alive!

Chapter 6-Throw Down the Gauntlet

"Oh, you have got to be freaking kidding me!" Carrot Top shouted. She and her friends had finally reached the library after twenty minutes of walking. Or at least, this was where the library was supposed to be. Covering the entire area was an enormous fuchsia dome, made entirely out of magic. From a quick glance, Carrot gave a rough estimate that it was about thirty meters across. Guesstimating it's contents was a bit harder though, considering the interior was filled with what appeared to be a thick black smoke. Carrot let out an exasperated snarl. "Could we get a break today? Just one?! First the mystery plot, then the changelings, and now this! It's like some entity is conspiring against u—"

The rant was interrupted when Derpy limped over and hugged Carrot Top fiercely. "Calm down Carrot," she said quietly, then relaxed her grip to look her friend in the eyes. "You need to have your smarty cap on tight. What's coming up isn't going to be easy, and if we're gonna win, you need a clear head." She smiled then, and her right eye drifted up to the sky while it's partner stared at Carrot.

Carrot Top took a deep breath. "You're right Derpy." She continued to stand there, breathing in heavily through her nose, and exhaling out her mouth. After what felt to her like an eternity, she stopped the exercise and wore a small smile. "Okay, let's find a way in."

They walked around the library, until they came to what should have been outside the front of the building. Barely visible in the low light of the evening was the silhouette of a pony, standing in the smoke. Carrot walked up to the barrier and knocked on it. The figure didn't respond. Carrot Top let out a groan, then banged on the magical construct for a solid half minute. Just as her hoof was starting to get tired, the pony turned and walked up the the edge of the wall. Once she was a hair away from touching the barrier, there was little enough smoke between them that she could see it was Twilight Sparkle.

The right side of her mane was singed black, and she looked...well, the word 'exhausted' failed to do her justice. She looked as if the only thing keeping her upright and conscious was willpower. Willpower and a strong sense of duty. Her eyes widened as they scanned Carrot and her friends in turn. Then they closed, and it seemed as though all her muscles across her entire body tensed at once. For a brief instant, her horn glowed lightly, and a small hole opened in the dome.

Immediately the strange black gas that had been trapped inside began to leak out. It was as it passed by her head that Carrot realized her earlier choice to use the word 'smoke' was a poor one. 'Miasma' worked for better. It didn't have any definite smell, and it didn't affect her eyes or irritate her skin. But as the cloud slithered by her, she knew it was bad. Knew in a way she had never known anything before. Her entire mind and body shrieked at the thing's existence, cried out at it's very nature. So, yeah, 'miasma' then.

After processing that disturbing bit of 'what the buck'-ery, she registered something else. A sound was escaping out the hole as well. It was a clustered, dense sound. It seemed to mostly consist of some kind of bestial screech, with a background patter of fire and a light peppering of groans and cries. It was, Carrot Top quickly decided, in the running for the worst sound she'd ever heard. Easily Top 5 material.

"—are you doing here? Carrot Top! Are you even listening?" It was at that moment she realized that by attempting to analyze the cacophony inside the dome, she had completely failed to realize that Twilight Sparkle had started talking to her.

Carrot shook her head, trying to temporarily dislodge the sound from her brain. "Sorry about that. I don't know if you noticed, but it's kind of loud tonight," Carrot said dryly.

Twilight raised an eyebrow at that then jumped, startled. "Oh! That. Yeah, after hearing it nonstop for the last few hours you learn to tune it out," she said. Vinyl started to talk, but Carrot quickly gave her a stare that brooked no arguments. Twilight looked concernedly at Carrot and said, "You three have to go. Now."

"No." Carrot Top said, her gaze level. "Listen, I understand that something big is going down, and that a lot of pony's lives hang in the balance." She took a deep breath, before continuing. "But we're also on an important task. Somepony is setting up a bomb behind your little dome, and if it goes off you and all your friends will die. Let us through the barrier, and we can take care of it."

Twilight's eyes widened, and she looked from Carrot, Derpy, and Vinyl to the library and back, her body shaking as she did so. She once again locked eyes with Carrot Top, and after a few seconds stood still. "I'm sorry, Carrot," she said, her tone apologetic but firm. "I can't know for sure if you're telling the truth, and even if you are, I can't risk opening the barrier any more than this. The thing in here...can't get out. I'm so sorry." Then, with another titanic strain, her horn glowed, the small hole was filled in, and Twilight walked away.

For a moment, Carrot had no clue how to respond. Chief among her options were futilely punching the construct with her hooves in rage, collapsing from exhaustion, or sobbing inconsolably. Instead she drew in a deep breath, and counted to ten. "Okay," she said quietly. "Let's walk around this thing while I think of a next move." Vinyl and Derpy nodded, and soon the three were trotting along in silence.

They were nearing the other side of the dome when they saw somepony else. Daisy, Roseluck, and Lily were pacing directly outside the barrier. Seizing on the discovery, she immediately ran over to the mares. "What's the situation?" Roseluck started to respond, but quickly caught the glare being sent by Daisy, who nodded to Lily.

"Fine." Lily sighed. "After spending the day running from..." She looked at Daisy, who nodded. Lily continued, "these evil, semi-animate statues, we were surrounded by them. The Doctor, as usual, just yelled 'Run!' and trotted as fast as he could in a random direction. We followed him, and the creatures were right behind us. When we got near the library, there was a blinding flash of light. When we were able to see again, this large barrier was up and The Doctor was trapped on the other side with the creatures. We barely had time to react to that, before that smoke started billowing out of the library, and filled the barrier."

"What about the TAR, I mean, what about the Doctor's machine?" Derpy said, speaking up. Her voice sounded weak.

Roseluck shook her head. "The Doctor's ship is gone. The second we landed it zipped off. He said it was some technological thingamajig he'd turned on recently—"

"Hostile Action Displacement System." Lily interrupted. Roseluck and Daisy stared at her, slack-jawed. "What? I pay attention when he's talking. Unlike some ponies around here—"

"Anyway..." Daisy said, cutting Lily off. "We've got no TARDIS, no Doctor, and no screwdriver. And what's worse, those statues are still in there. With that haze, it'll be near impossible to try and keep steady eye contact."

"Wait, what? 'Statues', 'eye contact'?" Vinyl asked wearily. "Why would you need to stare at statues?" Carrot silently thanked Vinyl for voicing that thought for her.

Daisy started to answer, but was cut off by Derpy, who spoke quickly in a cheery tone that was dampened somewhat by the exhausted pony saying it. "They're called Weeping Pegasi. They look like statues, but they're alive. When they're not being directly seen by a living thing, they can move. Don't blink." All eyes were on her. Derpy looked back, her right eye drifting to the floor. "What? I was just quoting what The Doctor told me."

"Yeah, so basically those things. They've been chasing us all day. From what the Doctor says, tonight is some kind of big event, historically." Roseluck said. This drew some odd looks. "Hey, you wanted to know! But yeah, it was originally kinda like, solid, or something. But because we landed here, the events are a little more loose, and can be swayed in different directions. He thinks the statues want to push it one way, destroying the original timeline and starting a new one."

Carrot stared, her mouth agape. "Why would anything do that? Besides being evil."

"They feed off of time energy normally, the years their victims would have lived. If they can abort an entire future reality, they could feast on it." Lily said. Her audience's response consisted of blank stares. Lily sighed. "And that's bad." Carrot Top hit the ground with her right hoof.

"So, on top of everything else, there's another world-ending cataclysm stepping up to bat." Carrot said, her face and voice entirely deadpan. "At this point, I'm not even surprised anymore." She looked around, to find Derpy and Vinyl looking expectantly at her. "What?"

"Well, isn't this the point where you come up with a plan?" Vinyl asked. Derpy nodded.

"Yeah! Now's the part when you find some clever way around the problem, then you run fast and say clever stuff to the bad guy!" Derpy exclaimed.

Carrot let out a low chuckle, then nodded. "Okay, let's see." She walked up to the incandescent dome, probing it with her hoof and inspecting the ground. After a few minutes of that, Carrot turned back to her friends. "Vinyl, I know it's asking a lot, but could you teleport us through the barrier?"

"No." Vinyl said immediately. "I've got enough magic juice still in me to port one pony over, but I'll probably be too tired to stand afterwards."

They stood in silence for a few seconds. "I'll go through." Carrot said. Vinyl nodded.

"I don't know," Derpy said, her left hoof kicking some loose dirt as she spoke. "Are you sure you can do all this alone?"

"Ha!" Carrot laughed. "Of course I can do this! Earth Pony endurance. I'm barely winded; I've got more than enough stamina finish this!" After a few seconds, Derpy walked over and gave her friend another hug, this one much tighter than the last.

"Don't die, okay?" Derpy whispered before retreating a few yard back. Carrot nodded, reaching with her hoof to wipe a tear away. Vinyl's horn started to glow; first faintly, but slowly building in radiance. Just when it seemed to outshine the sun itself, Carrot's vision blurred. When she could see again, she was surrounded in thick blackness.

As the gas enveloped her, she realized 'miasma' was a spot-on word. This stuff was wrong. Not only that, but that noise from earlier was still filling the air, only cranked up to 11. Looking around, it occurred to her that she was far enough inside the dome that her friends couldn't see her anymore. She let out a breath and fell to the ground. She had lied to Derpy. Even with that magical Earth Pony endurance boost, she was pooped. Carrot Top had spent almost the entire day walking or running, with exception to the hour or so she was unconscious. But as she was still in better shape than Derpy, she was legitimately the better choice. Of course, Derpy wouldn't have agreed with that. In Carrot's humble opinion, that lie might have saved her friend's life. Her eyes again focused on the inky darkness in front of her. "Onwards."

This was getting alarming. Carrot had been walking for nearly a minute, and she'd already run into the barrier twice. With no reference points, all she could do was wander aimlessly. Then, in the miasma to her right, she saw a faint blue light. Hope! She trotted quickly in that direction, and soon bumped into something soft.

"Oof," said the thing, in a somewhat familiar Trottingham accent. Carrot looked down to find herself entangled with The Doctor. He was looking right back at her, and before she had even registered who he was, his own eyes lit with recognition. With that realization he grinned broadly at her. "Well, lookie here! It's Ms. Carrot!"

Carrot facehooved. "Doctor, we've been over this. My name is Carrot Top!"

"Oh, I'm sorry," he said, "it's just been a while since we last met. You know how it is, my head's too full of stuff sometimes to remember details like that."

Carrot's look became absolutely frigid. "Doctor, we talked recently. Today, in fact."

"Oh, whoops!" he said, completely unashamed. "Now that you mention it, you did resemble yourself, somewhat. Anyway, since you're in here, just a random question, do you happen to have a way out of this dome...thing?"

"Sorry, but no. I got in from a one-way teleport spell. I'm as stuck in here as you are." She looked around, eyeing the smoke curiously. "Doctor, you're a smart stallion. Think you could enlighten me on what this miasma is?"

"Miasma!" he said brightly. "Brilliant word 'miasma'! I was there when the first Athenian used it! Course, he may have had a little help with the name. And the idea. Alright, I possibly gave him the entire concept wholesale." Carrot gave him a confused look. "Don't try thinking about that. Stable time loops are tricky things."

"Doctor," she said, trying to keep a cheery tone, "while I do appreciate this banter, you're dodging my question. Again, what is this stuff?"

"It doesn't think, it doesn't feel

It doesn't laugh or cry.

All it does from dusk 'till dawn

Is make the soldiers die."

"Well that was...dark. And highly uninformative." Carrot deadpanned.

The Doctor replied seriously, "That was a children's nursery rhyme from Faerie, a world I visited once. One of the things that attacked back then exuded this same stuff."

"Okay, what are they?" Carrot asked.

"They're...well I don't think they have a real name. At least, not one they gave themselves. Every world they invade gives them a different moniker, so it's really a matter of personal preference. I call them The Voidbringers." He took a deep breath before continuing. "You see, between the dimensions that separate one universe from the next, there's The Void. These things live inside it, no that's not right." He shook his head. "I don't think 'live' is the right word. They just...appear. They appear and invade a world, going through any way they can. They don't conform to any one universe's Laws, and if they fully breach...if they are successful...the world ends. Then they concentrate their resources on another one. Over and over again. They will only stop when existence itself is gone."

"Well that's..." Carrot searched for a word to describe what she'd just been told. "Abysmal."

"Ha!" The Doctor barked. "That! That is the exact word for the situation!"

"Well, do they have any weak points?" Carrot asked, hope bleeding into her words.

"Weeeeeell..." The Doctor said, stretching the word out. "I happen to have a special setting on my sonic screwdriver. The sound drives them absolutely bonkers, and they try to destroy the source of the noise immediately."

"That's...awfully convenient." Carrot Top said. The Doctor began to reply, but the words died on his lips. There was a statue in front of them that hadn't been there a second before. They both immediately jerked their heads around, and sure enough three more statues standing around them in a semicircle.

"Well," The Doctor said, smiling in spite of the fear, "I say we back up slowly while staring at this lot, eh?" Carrot nodded, and the two started slowly walking backwards. After a few steps, Carrot's hind leg banged into something. She instinctively turned her head to see what it was, and saw they had backed into the east wall of the library.

With a start, she remembered the statues and looked forward again. One of the statues was inches from her face, it's body frozen into the tense second before a jump. It's eyes were no longer plain, but instead twisted into a fierce glare. It's mouth was open now, and rather than normal equine teeth it's mouth was full of sharp fangs. "You blinked!" she said accusingly at The Doctor.

He turned his head and saw Carrot's predicament. "Ah! That's not my fault! I thought you were watching them!"

Carrot's mind was racing to find a way out of this, when it hit on something. "Okay Doc, this is might be crazy talk, but you said the thing making this miasma is one of those Voidbringer things, right?" He nodded, his eyes narrowing in concentration. "And your sonic thingy can catch their attention, right?"

"Oh!" He exclaimed, and turned his head to grin fiercely at Carrot. "You are absolutely fantastic! I might have to have you replace Daisy!" He pulled a silver device out of his collar, and started pressing buttons on it, his face set in a determined expression.

Carrot laughed and shook her head. "Sorry Doc, but I already have an employer. As much as the work can aggravate me at times, it's worthwhile stuff. I'm not ready to quit just yet." She paused a second. Did she mean that?

Before she could ruminate on the topic any further, The Doctor turned and said, "It's ready! I'll need you to lay flat on the ground and stare hard at the Weeping Pegasi. If this fails, hopefully you'll find a way out." She did as he instructed, and he hit the button. Immediately the tip of the device shone with a bright blue light, and it filled the air with an astonishing noise, one that drowned out the bedlam coming from inside the library.

It took Carrot Top a minute to identify the odd sound. It wasn't music, for it sounded entirely natural; unshaped by any hoof. It was horrific and radiant, tragic and hilarious, pitiful and perfectly exultant. It contained the funniest moment of irony, the worst twist fate had ever dealt to an individual, and the most touching, unexpected and undeniably happy reunion in history. It was the sound of life.

A roar came from the library, and in that moment Carrot understood why this amazing sound so incensed the monster. The cry that emerged from the building was empty, and mechanical. The thing making the noise had learned nothing. Felt nothing. Was nothing.

The Doctor threw the screwdriver at one of the statues, and it stuck between the wing and head of the Pegasus. Before he could dive to the ground a tentacle the width of an oak tree burst from the library and slammed into the angels, knocking The Doctor to the ground along the way. The appendage's tip split into four smaller limbs which wrapped themselves around the angels. The light from the hole in the library allowed Carrot to better see the tentacle. She wished it hadn't.

Unlike the tentacles of octopuses,krakens, and squids she's read about growing up, this one's suckers weren't limited to one side, but instead covered the entire service of the appendage. That wasn't the scary part. No, what really unnerved Carrot was the suckers themselves. Inside the rings, where more flesh should have been, there were instead eyes. They didn't just look like eyes; they were eyes. Well, except for the pupil. Where a pupil was on a normal eye, these things had mouths. Gaping maws, the edges lined with serrated teeth. And from these freakish mouths oozed forth a familiar black miasma. Part of Carrot thought it necessary to say some sort of pithy one-liner, but the rest of her mind was too busy screaming. She came close to expressing the feeling aloud, before she managed to remember that this was a stealth mission.

Despite their freaky appearance, the suckers seemed to function as well as their non-eldritch counterparts. The statues stuck to the mini-tenctacles, and when the arm slithered back in through the window, they went with it. Carrot took a few deep breaths, barely able to steady her mind and body with the exercise. "Well Doc, looks like the plan worked," Carrot whispered as she turned to look at the fallen stallion. She wasn't trained in medicine or anything, but it looked like the Doctor was out cold. "Empty night..." she muttered. She had hoped his assistance could improve her odds of success, but it seemed she was to go it alone. It was days like today that made it seem to Carrot like fate conspired against her at every turn. With such gloomy thoughts dominating her mindscape, she trotted off into the blackness once again.

Carrot had been meandering through the thick black gas for a half a minute. Just as she had realized she like Twilight had grown accustomed to the cacophony permeating the area, she heard a faint beeping. After a little effort triangulating the noise, she pinned down the general direction. Soon she was standing in front of a small metal cylinder. It was as big around as her leg, and at least a meter long. It was generally featureless, though the welding marks stood out of the casing. She turned it around to find a display, one currently reading, "6:23" and counting down. She picked it up the explosive, and turned it over in her hooves. There wasn't an opening of any kind.

"Who are you?" asked a baritone voice from the darkness. Carrot spun around but couldn't see the speaker. Without even thinking, she opened her mouth to reply.

"Sorry Lieutenant, but my mom always told me not to talk to strange stallions." Her heart was racing, but the silly quip calmed her down a little.

The voice was silent for a second. "Interesting. Well then, let's observe the proper decorum. Hello Golden Harvest, commonly known as Carrot Top, my name is Lieutenant Coxa. It's a pleasure to finally speak with you face-to-face, if you'll excuse the expression."

"How do you know my name? And what do you mean, 'finally'?" Carrot said defensively.

The Lieutenant's voice let out a hollow laugh. "Don't be humble. You coordinated a joint effort that saved this village from a foreign power. You even put your life on the line fighting the King one-on-one, just to buy more time. Admirable. Foolish, but admirable."

"Yeah, well, excuse me if I don't sound grateful, but praise from you doesn't do much for me." Carrot said. She didn't understand, why was she cracking jokes?

Another several seconds of dead silence fell. "How have I offended you? I do what I must for my Queen, the same you do for your leaders. Due to my respect for you, I will give you some advice." Off to her right, the miasma gave way to reveal Coxa, not even a meter away from her. He looked just as he had earlier, still in the guard disguise. Something was off about him though, something that made him stand out from most guards: his eyes. They were flat and cool; empty of fear, joy, or friendship. He nodded his head towards the bomb in her hooves before speaking. "As you can see, there is no way you can possibly disarm the device. If you attempt to interfere with our plan any further, then you will die in the resulting explosion along with the Bearers of Harmony. The loss of such a potential asset is pointless. Leave now, and survive. Stay, and die."

Author's Note

So...yeah. Glad I finally have this chapter done, but don't expect the next chapter any time too soon. It shall be the conclusion.

Chapter 7-Level up

Carrot opened her mouth immediately in reply, a rude dismissal on her tongue. But something made her stop. Living to fight another day sounds pretty good, a cold voice in her head said. I spent all day putting up with this insanity, and now I'm supposed to risk my life too?

Huh. So she was going crazy. Considering the day she'd had, that wasn't at all surprising. "Yeah, but I've been going on life-threatening missions for months now. Why is this any different?" she thought back.

I had friends, comrades, standing side by side with me then, sharing in the danger. Now I'm alone.

Oh. That was a good point. She'd never faced something like this by herself.

Isn't this exactly what I've been complaining about all day? Once again I'm charging headlong into danger, and even if I succeed, nopony will know. I'll still be Carrot Top the farmer.

At that moment, something in Carrot's mind finally clicked. "That doesn't matter," she replied. "What matters is that ponies are in danger. They have family, family I know. They may not be good friends or anything, but they're still ponies. I might be the only one who can save them, and if I die trying...then I die."

"I'll stay," Carrot Top said definitively. She'd expected some reaction from the changeling, but he just stood there, staring at her. His deep, dead eyes were fixed on Carrot.

"Why?" he asked eventually.

Carrot tilted her head at that. "Does that matter?"

There was a long pause. "Yes," he stated. "I don't understand your decision."

"Your bomb would kill several ponies whom I consider friends. I have to try and save them."

Coxa shook his head. "You mean the Bearers? Our intel suggested you barely know them. Or did you mean your friends outside the barrier? You needn't worry; the magical construct the Element of Magic provided will safely contain the bomb's blast. If you were to leave, they would be unmolested. They've already served their purpose for this plan. While a few additions to the Swarm would have been adequate, any truce we were to form with you would be worth their release."

Carrot gave the changeling a serious look. "Do you have any idea what is happening here? There is so much more at stake here than a squabble between our peoples!"

"And?" he replied nonplussed. "While my bomb won't kill the Outsider, it should be enough to hurt it. By the time it's recovered, my Queen or Wukong or Celestia will deal with it." His mouth twisted up in a tiny, hollow smile. "I try to plan things based on the assumption that the world will endure another day." The smile vanished as quick as it had appeared. "Why is are you really staying? Don't try another lie or diversion, that will just use up more of your precious time."

"Okay," Carrot said, then took a deep breath. "I'm doing it because it's right. Because I'm the only one who can try. And because..." Her sentence trailed off. She looked Coxa straight in the eyes, and with determination in her words finished saying, "Because if I'm going to die, then I'd like to do it for a righteous cause."

A short silence followed. Carrot had expected the changeling to respond with a laugh, maybe a big speech about why she sucked or something. Instead she saw a spark of emotion behind his eyes, and he spoke in a hushed bark. "You idiot." Before she could form a confused comeback Coxa was suddenly directly in front of her, hitting her with his hoof. She fell to the ground, her hooves automatically reaching for her face.

This made Coxa's next move rather simple. He grabbed her hooves, spun her around, and pinned her to the ground with her arms at her back. Carrot struggled for a few seconds, but resigned herself to defeat. At her best she might have been able to get out of the lock or even reverse it into one on him. Sadly, her exhaustion had caught up to her. If she wanted out, she would have to use her head.

What was up with Coxa's reaction to her statement? And why did he keep trying to give her a way out? His words made him seem very pragmatic...there might be something there. Why did the bomb have a cliche countdown timer? And how could she disarm the bomb? Even if she got the casing open, it wasn't as if she had the technical know-how to disarm it. That's assuming it actually ran on some kind of electricity or something; if it was a magic bomb, she would be in even more trouble. Then, there was the biggest stumbling block: the Voidbringer.

Even if she somehow managed to give Coxa the slip and stop the explosion, that still left her trapped on a battleground. Carrot thought back to how Twilight looked, and to the sounds of pain coming from inside the library. Carrot wasn't a pessimist, but it wasn't looking like the Bearers would triumph once more. How could she deal with that, that thing when the quintessential heroes of Equestria might not make the cut?

Oh.

Carrot had to calm herself with a deep breath, stop herself from crying. If she started, she wouldn't stop. The plan sucked. Calling it a "plan" was patently ridiculous; it barely qualified as a vague strategy. But it might work. If she managed to pull this off, the day was saved and all that jazz. You'd be a hero, the cold voice whispered, irony dripping from each word. Well, Carrot thought, that voice could go buck herself. She mentally steeled her mind, and set the "plan" in motion.

"Why are you using a countdown timer?" she asked the changeling currently pining her to the ground. No response. "I'm just wondering because, well, your subordinate kept saying you were all effective and stuff. But a countdown timer? According to your plan you were going to be in and out of this place, why would you care exactly how long it took to blow up if you're already on the way back to your hideout? It all seems like unnecessary cliche villainy."

"Not bad," he said after a quiet few seconds. "Can you tell me why I would act in a way you deem so odd?"

She nodded, or at least tried to. Being pined to the ground sucked for body language. "It doesn't explode at zero. I'm guessing it explodes when it reads around thirty seconds."

"Close," Coxa said, a small measure of pride in his speech. "It's actually forty-five seconds. What's your point?"

She looked pointedly at the device, which was sitting half a hoof away on the ground near her head. It read 03:44. "My point is that there's a flaw in your current strategy. If you keep me in this lock so I can't foil your scheme, then you'll be here when the bomb blows. When I die, so will you."

"What if I use my sleep spell from earlier? Then I could leave now and be clear of the blast entirely."

Now for a little logic. "Because if you could do that you would have already. The fact I'm still awake tells me that for some reason you can't cast it right now. So, are you going to let me go or be hoist by your own petard?"

An empty little smile showed on Coxa's face. "And what makes you think I won't deem that a necessary sacrifice in the line of duty, an honorable death in the name of my Queen?"

Time for the trump card. "Because you're a useful asset to your Queen. Sure, this isn't a dinky operation you have going on, but is the gain of it worth the potential loss of your lifetime of servitude? Does your Queen come out ahead if you die here, tonight?" The next few seconds were some of the most awful and tense in her entire life. The whole plan hinged on this one moment.

"Good reasoning," Coxa said as he relaxed his grip. His eyes met hers. "You have potential. Don't interfere with the Swarm's business again." He turned and walked back into the miasma. Carrot struggled to stand up, then grabbed the explosive in her teeth. At least the difficult part was done. Now comes the hard part.

It took about a minute of her scant remaining time, but Carrot finally managed to find the hole in the library wall. Miasma was flooding through it too thick to make out anything inside, but that's not what she was after. No, her prey was The Doctor's fallen thingy, which lay on the ground near the hole where she had left it. She looked around, and found neither mane nor coat of the strange stallion. That didn't matter though.

She held the Doctor's device in one hoof, and the bomb in the other. Well. this was it then. She took a deep breath, and readied herself...

... for a dramatic moment which was immediately interrupted by a pony being thrown through the wall she was next to. Twilight was gonna pay quite a bit in repair bills, Carrot thought. She turned to look at the pegasus lying on the ground near her: Rainbow Dash. She was getting up and rubbing her head with her hoof.

Rainbow Dash looked awful. One of her legs was bending in a slightly wrong angle, several areas on her torso were swollen, and she was missing fur in several patches. Her coat around the bare skin was burnt black. And to top it all off, she was muttering to herself. "...lousy friggin demon, burning my fur and knocking me through walls and junk..." she trailed off as her fever bright purple eyes noticed Carrot staring. "Aren't you that Carrot pony? Are you crazy?! Why'd sneak in here?"

Carrot sighed; she was getting tired of certain ponies (and one changeling) talking as if they were experts on sanity. "Rainbow Dash, you need to listen to me." She paused for a second, and while definitely appearing miffed Rainbow made no attempt to interrupt her. Carrot pointed to the bomb in her hoof for extra dramatic effect. "This is an explosive, brought here by somepony to take out you and your friends. It is going to explode in about..." She looked at the display. "...one minute. I have a plan to save you guys. It should make sure you aren't in the blast radius, and it might take out that thing you're fighting."

Rainbow Dash smiled a tired grin. "That sounds awesome!" Her eyes focused on Carrot's grim face. "Okay, what's the catch?" The mare didn't say anything. She didn't have to. Rainbow looked into her eyes, and saw the answer staring back at her. "No way!" she snarled.

"It's the best option," Carrot said with a morose shake of her head. She stared determinedly at Rainbow Dash. "If you survive this, I have some messages I want you to deliver." Rainbow opened her mouth to argue, but for once listened to reason and just nodded. "Tell Lyra to keep on searching for humans, and to never let her optimism fade. Tell Bon Bon she should go back into voice acting, and that she should stop hiding herself from most ponies. Tell Octavia she's in charge now; she'll know what that means. Tell Vinyl to treat Octavia right.

"Tell Derpy to..." Carrot trailed off, and stood silent for a few seconds. "...to take good care of her daughters, and love them twice as much from now on, for me. And tell my parents," she broke off again, tears welling up in her eyes. She wiped them away with her hoof before continuing, "Send my friends to them. Have them explain what's happened, and who I've been since I left. Most importantly, tell them I'm sorry. For everything." Without warning she pushed Rainbow Dash back, and hit the button on The Doctor's wand. Once again the tip burst into azure light, and the sound of life and light filled the night air. An answering screech rang out and before Carrot could even brace herself, she found herself wrapped in a monstrous tentacle.

A combination of tenacity and sheer luck kept the bomb in her hoof. She caught a brief glimpse of a ruined Ponyville library as she was drawn further back, into the portal. At this point she was entirely surround by more tentacles, all moving in contrary directions at different speeds. Just as the countdown reached 00:48 it got caught on a sucker, one moving faster towards whatever beast these appendages belonged to. She watched as it slithered faster out of her sight, and braced herself for the explosion.

After waiting with her eyes closed for five seconds, she opened them again. The bomb hadn't exploded; it wasn't even in sight anymore. Right before the bomb reached 00:30, she realized she'd been lied to. Just as a blinding white light overcame her vision and burning hot flame engulfed her body, Carrot's last thought was that Lieutenant Coxa was a dick.

Author's Note

Never saw that cOming, did you? There it is, THE END.

Chapter 8-The Journey Home

Carrot Top heard nothing, and felt nothing but pain. Well, maybe that wasn't exactly right. She was feeling several kinds of pain, all at once. Her legs were all sending back to her brain the pain of exhaustion: she'd pushed herself too far. Her neck was still registering pain from that choke hold Coxa had put her in. The pain coming from her back was the worst of them all, by a country mile. Hesitantly, she opened her eyes and turned her head to survey the damage.

"..."

Her thoughts hit a speedbump as she stared at her wound. The damaged area occupied nearly half of her back, and her coat hadn't survived the blast. The wound was burnt, in the worst way possible. It looked as if the heat her skin had been subjected to had melted it for a second, after which it cooled and solidified into flesh again. It was red, raw, and was sending near unbearable pain back to her head. The only thing that she could remember that came close to this was from that time...

When Carrot Top was a young filly, she and her parents had gone camping. Her father wanted a "rustic outdoors trip", and so they had left Canterlot for the weekend. Their small camp had been set up in the White Tail Woods, a forest outside Los Pegasus where it was said the Deer occasionally visited. The first two days consisted mostly of her father attempting various "rugged" activities, failing, and her mother chastising him for it. Carrot herself didn't do much, as she had just barely learned to walk.

On the third morning, her parents had just finished breakfast when they decided to go for a walk. Carrot was still sleeping, and her father thought she'd still be konked out by the time they got back. While they were away, she woke up and crawled out of their luxurious tent. In the middle of the campsite was their roaring fire. Like most fillies, Carrot was entranced by fire. How could she not be? It was wholly unlike anything her young eyes had ever seen. And it was so warm.

Her parents were on their way back when they heard a loud cry. It was different from Carrot's usual wails, more panicked. They trotted back as quickly as they could, and found their daughter. She had fallen into the fire pit, and been horribly injured. Her front hooves had just been put out by her flailing in the ash and dirt, but the damage was still done. Her skin underneath was blistering and scarred. Her mane was in worse condition, the scarlet flames devouring it until she was nearly bald. She kept crying and saying, "No," repeating the word as if it was a mantra that could make the pain she was feeling go away.

By that point her father finally got his wits back, and grabbed her off the the ground. Without either parent having to say anything, her mother trotted as fast as she could to the tent, and came back just as quick with a bottle of water. She used it to put Carrot's mane fire out, but by that point she'd lost nearly all of it, and her scalp was burned by the heat. The local doctor was able to heal her, well enough that she didn't even get any lasting scars from the ordeal. But it was the last time "camping" was mentioned in the Harvest household, and it left Carrot herself with a severe distaste for fire.

"Okay, that was odd," Carrot Top thought. "Why did briefly recalling that incident turn into a full-blown flashback?" One second she was regaining consciousness and connecting some dots, the next she was reliving an awful event from way back. "Stop and try and focus on the good news. If I'm feeling pain, I must be alive," she reasoned. Well, time to see where she was.

At first all she could see was a great expanse of black stone, one whose texture and exact hue didn't match any stone she'd ever seen before. She lifted her head up slowly, and realized she'd been looking at the ground. The odd rocky floor went on in every direction, and there was nothing else. No ceiling, no wall, just a stone floor and a great expanse of blank emptiness. Carrot winced. Despite the continued pain from her burn, she didn't turn to look at it again. Instead she focused on figuring out where she was exactly, and turned around to survey her location.

Every movement sent pain flashing through her muscles. She was pushing her limits, and if she didn't stop soon she might pay a dangerous price. Carrot laughed internally at that. She'd nearly died a half dozen times in the last twelve hours, and she was thinking about the long-term effects? That made her think: Had it been twelve hours? How long had she been unconscious here in Creepyville? Before Carrot could more seriously ponder the question, her eyes found something.

A wall, one made of the same rock she stood upon, was standing not thirty meters from her right, and like the floor it didn't seem to end in any direction. Unlike the floor, it was far from featureless. There was an enormous "room" (if that word even applied to a structure so large) set into the wall, cube-shaped and so massive she could barely quantify it. If she was forced to make an estimate, she'd say it was at least 3000 hooves tall, wide, and long. The inside didn't have any furnishings, but it wasn't empty either.

There were deep gouges in the rock of the "room", all of them long and shallow. Well, shallow to the standards of the room, which meant at their deepest the scratches were 8 feet thick. Near the back of the room was the portal, or what was left of it. It was closing fast. Carrot's brain started processing that. If the portal spit her out here, then that monster would be...uh oh.

She turned around slowly, to enhance the drama she supposed, and found that in the direction directly opposite the "room" was the Voidbringer. Before in the library, she'd thought the tentacles were just it's appendages. But now that she saw the whole thing...she was wrong. The thing was just this enormous (she was using that word a lot lately) mass of tentacles. Alone each arm was the same width as the one that had grabbed her, but altogether the monster was utterly gigiantic. It would barely fit inside that weird "room" thing.

Oh.

That wasn't a room. It was a cell. She put the facts together. Giant monster. Cell. Black stone everywhere. Oh sweet Celestia, she was in Tartarus. That means that the thing had been imprisoned here. That...made sense. She'd never been curious enough to research Tartarus, as far as she'd known it was some hidden other world that kept nasty stuff locked up. The fact that a Voidbringer, an abomination capable of ending reality itself, was locked up here wasn't at all surprising.

She kept staring at the limp, burnt mass of tentacles when she heard a grinding sound from all around her, resonating across the entire chamber. Wincing at the pain in her hooves, she turned around again to face the wall, where the echo was the strongest. Out of the wall emerged an enormous stone serpent. It wasn't that it burst from the wall, it just slithered through as if the rock was water. The snake was at least half as high as the monster, probably taller.

It slithered across the room in that creepy way snakes do. This was getting too much for Carrot Top, and she decided to settle on laying down rather than standing. She felt a sting of pain in her lungs, and started coughing. The snake passed by her without changing pace and wrapped it's tail around one of the Voidbringer's arms. What. It then spent the next few minutes dragging the monster back towards it's cell by like a wagon hauling a cart. The creature didn't stir during the process, not once.

When they reached the far end of the cell, the snake passed through the wall again, as effortlessly as the first time. Now that the monster was fully inside it's astronomical prison cell, the bars came down. But of course normal bars would be too pedestrian. Instead, from the ceiling and floor giant columns of fire rose and met, locking the Voidbringer in. They were just far enough apart that even it's smallest tentacle wouldn't be able to fit through for long.

While she had been staring at that, the serpent flowed out of the wall again and made a bee line for her. A shadow fell over Carrot, and she looked up to see the stone snake staring at her.

STATE YOUR NAME, RANK, AND REASON FOR INTRUSION.

That...was odd. It took a moment to piece together exactly what just happened, but the snake hadn't spoke to her. It's message just shook her mind for a moment. Scary. "Uh, Carrot Top. Leader of a kinda tactical operations group thing. And, I guess I returned your prisoner for you?" It continued looking at her for a few moments before replying.

THIS FACILITY APPRECIATES YOUR EFFORTS.

Carrot wondered if it would be able to answer some of her questions. "So, this place is Tartarus right? What does that make you? I mean, I've seen Cerberus before, he kinda scared my town half to death, but I've never even heard of something like you."

CORRECT, THIS FACILITY IS DESIGNATED "TARTARUS". I AM THIS FACILITY.

"You mean, your run this place? It's 'yours' and whatever?" Carrot asked.

INCORRECT. I AM THIS FACILITY.

Carrot tilted her head at that. "I'm going to need some clarification."

I AM THE BARS. I AM THE CELLS. I AM THE PRISON. I AM TARTARUS. MY FUNCTION IS TO KEEP INMATES FROM ESCAPING.

She looked over at the tentacle monster taking a nap behind the fiery barrier. "Looks like you're doing a bang-up job at it too," she said. Without any of Tartarus's facial features moving, Carrot felt like it bristled a little at her comment.

INCORRECT. A THIRD PARTY OPENED THE PORTAL, AND THE OUTSIDER FLED BEFORE I COULD INTERVENE. I HOLD NO POWER OUTSIDE THIS FACILITY.

Okay, so somepony broke this thing out of jail. Who would be crazy enough to do tha—urgh. Another coughing fit interrupted her train of thought, and Carrot was surprised to see blood on the ground, contrasted by the black stone. She lifted a hoof to her mouth, and stared at the blood that stained it. She desperately looked up at the impassive serpent and asked, "What's wrong with me?" It's penetrating eyes trailed over her for a few moments.

YOU SUFFER FROM MULTIPLE RIB FRACTURES, AS WELL AS LOW LEVELS OF INTERNAL BLEEDING. WITHOUT MEDICAL ASSISTANCE, YOU WILL DIE IN THE NEXT HOUR.

"I can't be—" she started to say, before being interrupted by another string of coughs, these ones heavier than those previous. "...believe..." Carrot said, struggling to continue what she had started to say, "...after all this, I'm going to die here." Her eyes welled up with tears. "I thought I was ready. I thought I was okay with dying. But now that it means sitting here, slowly bleeding out, alone..." She looked up at Tartarus. "Can't you help?"

MY FUNCTION IS TO ENFORCE ORDER WITHIN THIS FACILITY. MEDICAL KNOWLEDGE IS IRRELEVENT TO MY FUNCTION.

Now the tears were flowing freely, cascading down Carrot's cheeks. "Can't you show me a way out of here?"

THIS IS MODERATE-LEVEL SECURITY. THE STANDARD EXIT TO YOUR PLANE OF EXISTENCE IS LOCATED AT THE ENTRANCE. AT YOUR CURRENT LEVEL OF INJURY, REACHING THERE WOULD TAKE APPROXIMATELY EIGHT WEEKS OF WALKING.

Carrot bowed her head, all hope crushed.

THIS FACILITY AGAIN COMMUNICATES IT'S APPRECIATION FOR ASSISTANCE REGARDING PRISONER #10102010B, AS WELL AS IT'S CONDOLENCES REGARDING YOUR IMMINENT DEMISE. FAREWELL.

With that, it slithered back into the wall. Once again, Carrot Top was alone. Well, unless she counted the giant abomination bent on obliterating all reality that was currently conked out. Which she didn't. What to do...

Carrot settled on dragging herself over to the closest wall. It wouldn't do to die laying down on the job. That thought made her chuckle a little. And that small snippet of laughter sparked something. She wiped the tears from her muzzle. What was it that comedian always said? Oh yeah. "...some things in life are bad..." she whispered. "...they can really make you mad. Other things just make you swear and curse." With every word, her voice gained more life. "When you're chewin' on life's gristle: don't grumble, give a whistle," Carrot continued, even beginning to imitate the performer's Trottingham accent. "And this'll help things turn out for the best...and..." She sputtered into another series of coughs.

"...Always look on the bright side of life," she said, then whistled. She'd never really got the song before. It was catchy, and had it's funny lines, but that was it. Only now did she see what they'd meant. She had to die. She didn't have to die sad, crying over what she had could have been. Carrot was whistling, reveling in these last moments and reminiscing on all the moments, good and bad, her life had given her. Each took her back, just as the foalhood story of getting burned had. She remembered her family, the love they had shared, and the pain it caused them to see her go. She remembered the residents of Ponyville, how welcoming they had been, how open. But more than any of that, she remembered her friends.

That was it then. Time to face the curtain with a bow. She let out one last weak whistle, smiled, and closed her eyes. Just as she started to slip away from this mortal coil, her ears caught a faint sound. She could have sworn she'd heard it once, not too long ago...

Darkness. All Carrot could see was a dark...well it didn't feel like a void. It wasn't empty, or even necessarily black. She felt some tension leave her face, and the dark grew almost imperceptive lighter. Carrot attempted to facehoof: she'd had her eyes closed. Something was wrong though, her hooves weren't moving. She tried opening her eyes, and after a small struggle the world filled with light.

A wall. That was the first thing she really saw after she had awoken. A boring, dull, blue wall. At least it was one she recognized. Carrot Top was in Ponyville General Hospital. Which meant she was alive. Huh.

She tried to look around more, but when she attempted to move her neck she left a flash of dulled pain. Okay, so it hurt to move and she was on painkillers. Great. Just by moving her eyes, she looked down to see she lay in a bed. An IV was in her arm, and Carrot squirmed a little at the sight. She'd never liked needles. A quick look around allowed her to see that she wasn't alone. To her left was Bon Bon, asleep in her own bed. A small patch of fur on her upped torso had been shaved, which revealed the small line of a scar.

"You're awake!" came a voice from her far left. Carrot once again attempted moving her head to face this pony, but the pain that flashed through her made her stop trying. Luckily, the speaker walked into Carrot's line of sight for her. Her name was Nurse Redheart, and she was busily checking Carrot's forehead. "How long have you been up? Is this your first time here, or did you forget there's a button next to the bed to call us? How are you feeling?"

Carrot hated getting barraged by questions, so she handled it like she always did. "Less than a minute, no, and I can't move my neck." Carrot's voice came out in a rasp, her throat burning at the effort of forming the words.

"Well that's to be expected!" the Nurse snapped. "That crazy stallion brings you in here, holding your lifeless body, raving about him being a doctor, which he isn't, waving that ridiculous silver w—!"

"Wait, what?!" Carrot cut in. "What do you mean by 'lifeless corpse'? I'm not an expert on biology, but I don't think I'm dead."

The Nurse rolled her eyes. "Well, that's because you aren't. Not anymore." She got out a stethoscope and continued the check-up, continuing to babble as she did. "It turns out you'd only been dead for half a minute or so, and this 'doctor' friend of yours helped us bring you back with a little bit of magic. It was really touch and go; if you'd had gotten here even a few seconds later, you might have stayed dead."

Carrot weakly raised her eyebrow. "You raised me from the dead? Are you telling me I'm a zombie?" Redheart chuckled.

"No, no, no. Necromancy is illegal, extremely dangerous, and doesn't leave the victim capable of speech. We used some divumancy and CPR to restart your heart, but even then you'd lost too much blood. We readied you for surgery to seal up the wound, but you needed blood and fast," the Nurse said, frowning as she put away the stethoscope and hooked up Carrot's hoof to the blood pressure testing thing. "Luckily for you, this 'doctor' friend of yours claimed to be the same blood-type, and donated enough blood to save you. Considering that your body didn't reject the donation, it seems he was telling the truth. For once."

Carrot Top just stared at Redheart. This was a lot to take in. "How long am I going to have to stay here?"

The Nurse shook her head. "I hate it when patients ask that. You're injured, and should focus on being fully-healed, not getting back outside." She shook her head at the results of the blood pressure test, and looked down at Carrot. "I don't think you understand the severity of your injuries. The surgeon managed to stop your organs from bleeding out, but they're still not in the best shape. We're using a magical ointment that should cause your burns to heal within the week, though it will take more time for the scaring to fade and your fur to grow back.

"The worst part is your muscles," she said angrily. "You shouldn't have pushed yourself that hard. If a Unicorn or Pegasus had stressed their body out that much, there would be permanent muscle damage! Your magical endurance allowed you to persist longer, but even then you're insanely lucky you didn't tear any of your muscles!" Nurse Redheart took a deep breath, and continued clinically, "If we take into account your healing qualities of being an Earth Pony, you should be able to move without hurting yourself in a few days, and be ready to walk again in a week and a half."

Nearly two weeks without being able to walk. Normally, Carrot Top would be horribly distressed by that news. Considering that temporarily crippled is a large step up from being dead however, she wasn't. She asked Redheart. "Is there anything else I should know?"

The Nurse's gaze softened. "That you're lucky to be alive. And that you have quite a few friends who've been trying to see you all day. I'll send the first batch in." With that, Redheart walked out of the room. Carrot didn't really notice. Her ears were still ringing from that word. Friends. Almost meeting your end completely alone and miserable had improved the word considerably.

She heard the doors open, and the Doctor came into view. Carrot could just barely make out the coats of the three Flower Shop girls off to the side, whispering quietly with the nurse. His eyes moved over her, coldly clinical in their analysis of her injuries. Then he looked at her, directly into her eyes. Carrot had never been able to read much from The Doctor. His eyes never seemed right, not like any other pony she'd met. That day, Carrot saw one emotion quite plainly: a cold, quiet anger burning behind his eyes.

"What do you have to say for yourself?" he asked in a low voice.

"For what, Doctor? You're going to have to be a tad bit more specific, I've been quite a busy mare lately."

"Don't be clever with me!" he snapped. "I wrote the book on clever! If you were to look up 'clever' in the dictionary there'd be a smiling picture of me! There are tyrants in the farthest reaches of worlds you've never even imagined could exist who go white with fear at the idea of me being clever!" The Doctor closed his eyes and took a deep breath. "Why did you jump into the portal?" The Doctor asked, his voice quietly neutral again.

Carrot Top glared at the stallion. "I'm sorry if my heroic sacrifice didn't live up to your standards, Doctor, but you are not my boss. You're not my father, and I'm not even sure I'd call you my friend. What I did back there was my decision!"

"Well it was a bloody stupid one!" The Doctor yelled. "There were other options! You could have woken me up! Or used the screwdriver to make it grab the bomb! Or just thrown the damn thing at it!"

Carrot shook her head at The Doctor's manic raving. "I didn't have a lot of time to dally about Doc, and you looked to be completely unconscious. Tricking the monster wouldn't work because I had no idea how smart it was. If it figured out it was holding a bomb, it could just throw it back into the library. Tossing it wouldn't work either. I had one chance to ensure the plan's success, and next to no time to carry it out. I went with the safest option."

"And what about your family? Your friends? How 'safe' was your choice for them?" The Doctor countered, his gaze level with her own.

That made Carrot pause for a second. She steadied herself with a long breath before answering. "Derpy would know what happened. She would be devastated by my death, but we all knew that was an option. I told Rainbow Dash to get word to my family, should the worst happen." She turned her head to look at the Doctor, in spite of the agony the motion caused. She gave the stallion her hardest, most unyielding glare she could muster. "The lives of millions were on the line, Doctor. I did everything in my power to save them, and it looks like everything worked out in spite my 'bloody stupidity'."

For a second she thought The Doctor would fire back. Instead his stare became less aggressive, if no less penetrating, and a small smile replaced his scowl. "So, you can defend yourself from reasoned moral criticism. Considering your future, you'll need that."

Carrot gave The Doctor a withering look. "What does that mean, exactly?"

The smile grew by centimeters. "It means I see dark days ahead, for you and yours. Though I'm not actually sure of that. Things are different, because of me. You, you aren't even supposed to be alive! Your team is supposed to dissolve." A puzzled look shadowed his face. "I'm not sure why I was able to save you. My entire life people have died around me, billions of them, despite my best efforts, hampered as I was by the Laws of Time. But you? Apparently that was allowed." His smile became more toothy, and seemed more fragile. "In a way, I suppose Fate smiled on you, Carrot Top."

"Urgh," Carrot said, trying to reach her arm up to facehoof and failing miserably. "Why are you speaking in riddles? Stop being cryptic and talk like a normal pony for once in your life!"

Something about that must have been amusing, because The Doctor let out a giggle at that. "Oh, you'll need to get used to that quirk. You have the eye of ancient beings now, Ms. Carrot. Beings that previously didn't even know you existed are watching very closely. You've returned from the dead, and carry in you the blood of a Time Lord." The Doctor scratched his mane with his hoof.

"I must admit, I'm not entirely what that all means yet, but I can hazard a guess. You shouldn't be up and about, let alone breathing. That makes you a fulcrum, a tipping point in Time. In good hands, or hooves I suppose, it could save countless lives: crush empires before they can form, stop disasters from starting in the first place, nudge events in just the right direction." He looked at her again, his gaze cold and hard. "But this gift cuts both ways. Without even knowing it, you could set history down the bad path. Depending on your actions, you may go down in the annuls of history as a true hero. Or a despicable monster. Though, personally I'd wager of the former. You'd be surprised how little action it takes for a civilization to think well of you."

Carrot Top let out a weary sigh. "Personally, I'd prefer it if I wasn't remembered at all."

The odd stallion laughed and walked out of her line of sight, three other pairs of hooves sounding off across the linoleum immediately after. "Doctor, I have one last question." Carrot said, her soft voice carrying across the small hospital room easily. The sound of hoofsteps suddenly stopped, and Carrot was sure she had The Doctor's attention. "Who are you, really?"

The Doctor let the words hang in the air for a moment before answering. "Oh," he said, stretching the syllable out, "the stuff of legend."

Carrot let out an angry huff. "One of these days," she said, "I'm going to punch him right in his mysterious, smarmy face."

"I believe an explanation is in order." Carrot wasn't exactly an expert on reading other pony's moods, but it didn't take Sherlock Hooves to realize Twilight was doing her best to look calm, and failing utterly in the attempt.

"Where's the rest of the Element gang? Is the world in peril yet again?" Carrot joked, though it didn't look like Twilight appreciated the humor. Then again, it might be hard to appreciate black comedy when half your body is covered in bandages.

"I don't understand how you can be joking at a time like this! Half a dozen ponies nearly died, yourself included!" Twilight snapped.

Carrot lifted her shoulders up a fraction of an inch in a vague imitation of a shrug. "You either laugh or you cry. I prefer laughing, myself. If you want to talk seriously though, I can return that volley. What are you doing here?"

For a second it seemed as though Twilight would give a sharp, angry retort. Instead she took a slow, deep breath, and answered calmly, her unbandaged eye closed in concentration. "I think I'm the one who should be asking that question. After apparently running all over town looking for your friend, you showed up in the middle of an interdimensional invasion, sneaked past by magical barrier, and then tried using a bomb to blow up the monster! What do you have to say for yourself?!"

Carrot let the question hang in the air, as if she was actually pondering how she would answer. "I can't answer that question, Twilight."

At this point, Carrot was sure Twilight was going to burst a blood vessel. "And why not?!"

"Why were you there? Why was it you and your friends were fighting a giant tentacle creature in the middle of the night?" Carrot asked, her eyes locked on Twilight's.

"Because—" Twilight began.

"—the princess gave some dramatic speech about how important this was." Carrot finished.

Twilight blanched, and didn't respond. Carrot, however, could see her question as plainly as though it were written on her face.

"I can't tell you how I know that, not directly." It was time to take a stab in the dark. If she was right, this would stop Twilight's interrogation. If she was wrong, she'd look pretty crazy. This was Celestia's apprentice though, so the odds of her knowing the words were...at least fifty percent. Maybe sixty, if Carrot was lucky. "Why does the sun rise?" Carrot asked solemnly.

"..." Twilight stared at Carrot Top, seemingly flummoxed by the question. Good. Carrot's gamble had payed off. "Because it is needed by all." From what she remembered of that briefing, the response showed that Twilight was versed in the security phrases, probably better than Carrot herself. "Why does the sun set?"

That meant...crap. It had been a while since her royal benefactor had versed Carrot in the details of Canterlot security. It didn't help matters that Luna still struggled with modern Equestrian. If she had to guess, it was a question of specific loyalty. Or something. "Because the moon necessary as well." Hopefully that got across what Carrot hoped it did.

Twilight's face relaxed, but her eyes focused even more. This was a puzzle, and while she was going to have to drop it now, Carrot would bet her house that the unicorn would be asking her mentor some questions about this. Twilight nodded one last time, and limped out of the room. Carrot really hoped that Luna would stonewall Twilight's questions. While it wasn't exactly a lie, she had just implied that what happened was on the Princess's orders. Which they weren't. At all.

Carrot barely had enough time to rest her head on the soft hospital pillow before she saw her friends enter her field of vision. She looked them over, surveying the damage to her "team". Lyra didn't seem to be injured at all, but from the look in her eyes in was clear she was hurting all the same. She came over to Carrot Top, muttered some sort of greeting, and then walked to the side of Bon Bon's bed.

Octavia had picked up a few scratches, and a brace for her back. Apparently carrying Bon Bon to this hospital had been more than she could handle. Carrot would remember that. Vinyl had a cast of some kind on her horn, and from the way her legs were swaying she must have been tired, dizzy, or on some painkillers. Maybe all of the above. The two of them approached Carrot and gave her a warm embrace, before stepping aside of the final member of the party.

Carrot had spent the last ten minutes bracing herself for Derpy's anger, her disappointment. She had died, and all she'd left for her dearest friend in the world were some words delivered by somepony else. She had every right to slap Carrot, to yell at her, to leave her house and end their friendship. What Carrot Top hadn't been prepared for was a hug. A painfully tight hug, peppered with warm tears that fell onto her shoulder.

"You're okay!"

And that was all that needed to be said.

EPILOGUE

Carrot and her friends were assembled in Twilight's library, in the middle of the night. It had been a month since the incident that had killed Carrot Top, and she'd felt...better. She healed faster than the doctors had predicted, and she was living life with a renewed vigor. Whether it was from the fact she was living on borrowed time, or if it had something to do with the Doctor's blood transfusion, she didn't know.

Bon Bon had woken up in her hospital bed two days after Carrot did. Pinkie had thrown them both a "Glad you didn't die" party, which because of their injuries they were unable to attend. They'd gotten a summons to meet here at midnight, the first contact from their benefactor since the Minotaur job.

Just as they were starting to wonder what was going on, the soft thunk sound came from the second-floor balcony, and Princess Luna walked inside. The alicorn was as tall and regal as Carrot remembered her, though her dark face was tense as she looked over the assembled group.

Her eyes stopped at Carrot Top, and the air seemed to chill. Of course, considering this was the Princess of the Night, it could actually have gotten colder, Carrot supposed. "Why does our dear royal sister have the impression that thy latest scandal was a missive from us?" Luna asked quietly. Well, quietly for the Princess. Her volume was louder than Pinkie Pie's speaking voice, but not quiet at the level of your average pony's yelling.

Carrot chewed on her response: she'd learned to be careful when talking with her Princess. From what she could tell, the alicorn liked Carrot Top. Her mindset was still quiet medieval, however. Carrot and her friends had a good working relationship with Luna, but they were still servants. When she spoke to Luna, Carrot had to make sure that Luna would not take any offense from her words. "Your Majesty, I meant no harm to your royal person. Your beloved sister's apprentice knew something was odd about us, so I used the security phrases you taught me to ensure a swift end to the investigation. I apologize for my lack of foresight as to what consequences my actions would have towards Equestria's ruler of the night."

Luna nodded, the barest hint of a smile on her lips. "Very well, then. Report." Carrot Top nodded, and summarized the events as she understood them. Whatever measure of joy that showed on the Princess's face before was gone by the end. As Carrot finished her story, with that last conversation with Twilight Sparkle, the room was gravely quiet. "Something must be done, posthaste.

"You have all shown yourselves to be loyal and capable subjects. It is time you were rewarded for your efforts. Henceforth, you will all be employed by the state, though We will keep your true purpose a secret from all who do not need to know of you. For this, you shall all receive the same salary as a royal guard. From what We understand of modern currency, it is enough to live on, though not with much comfort. We think you shall most likely want to keep your current professions; as a disguise and to supplement thy income. All that must be done is to write a charter of some sort." She looked down seriously at Carrot. "Speak the words, and We shall minute thy speech upon paper."

They'd be getting paid for this! It was the best news Carrot had gotten in what seemed like an eternity. She turned to see her friend's reactions. They looked as shocked as she was. "None of you have to keep this up if you don't want to," Carrot told them, "I'd understand, after what happened."

"It has been dangerous, hasn't it." Bon Bon spoke quietly. She let out a low sigh, then smiled at Carrot Top. "Well, it's too late to stop now. You're all my friends, and you risked your lives to save me. I have to return the favor, somehow." She blushed a little before speaking. "The money doesn't hurt, either." One by one, the rest of her friends nodded. It was decided.

Our Goals
1. The investigation and termination of events and beings who threaten the stability of Equestria
2. The continued secrecy of our organization, so we will be more efficient in obtaining our other goals.
3. The detainment of all anomalous and/or otherworldly objects that could pose a danger to Equestria or it's citizens.
4. The protection of Equestria and it's citizens at any cost.

We swear to uphold these goals to the limits of our abilities. With us working together, we have no limit.

Signed

"Carrot Top" Octavia Philharmonica "Bon Bon"
Golden Harvest Field lieutenant and logistics Sweetie Drops
Field leader and combat expert Diversionary tactics

"Derpy Hooves" Vinyl Scratch Lyra Heartstrings
Ditzy Doo Engineer and technology expert Alternative tactics
Resource acquisition and dispersal

Organization Name
The Background Ponies

Author's Note

And I am DONE! Thank you all for keeping up with this!

My next project is my NaNoWriMo novel: Heat Wave, a Dresden Files fanfic.

After that I'll be working on my next pony project, then another entry into this "Background Pony" series.

Again, thank you so much for your advice and support.

Chapter 2-Set the Time

Carrot Top and Derpy were walking down the road together, when they hear a shout from behind them. "Hey Derpy! Wait up!" They turned around to see Bon Bon trotting up to them. "Hold, huh, on, huh, for, huh, a second..." she struggled to say as she stood there, breathing raggedly. "Okay, I think I'm good. Note to self: build some stamina when part of your job involved outrageous amounts of running." Carrot Top and Derpy chuckled at her quip.

Carrot shivered and said, "Well, can you hurry up and say whatever it is you ran over here to say already? It's cold out, and I want to get into my bed as fast as possible." Bon Bon smiled.

"You can hurry home then. I have some quick business with Derpy here." Carrot Top sighed, and opened her mouth. "No. You get to bed, Derpy is a big mare. She'll be home in a half hour, tops."

Carrot Top was silent for a while. "Okay," she finally said. She turned back to Derpy and said, "Okay Derpy, get going. Try to be careful, and get home soon." She gazed down the street as the two took off towards Bon Bon's house, chatting quietly along of the way. Carrot started walking to her house, before hearing a faint sound, off in the distance. She stood there, listening intently for over a minute. Then Carrot Top chuckled, and said, "This job's making me paranoid."

Carrot felt a push against her side. She opened her dreary eyes, and saw that Dinky had climbed onto her bed. "Wake up, Aunty Carrot!" the foal said, still tapping Carrot's side. Carrot Top blinked her eyes a couple times, then looked over at her alarm clock. The machine showed her the time, 7:00AM.

"Ugh," Carrot Top groaned. "Dinky, I thought I told you not to wake me up in the morning. Especially the mornings after your mom and I have Game Night." Carrot Top rubbed her eyes, then noticed something. Dinky's cheeks were wet, and there were tears in her eyes.

"I didn't want to wake you Aunty," she said, then sniffled. "But I looked everywhere, and Momma isn't home! And I don't think she left for work." Before Dinky could finish her sentence, Carrot was out of bed, trotting to her friend's room. Dinky's bed was messy, but her mother's was made up and neat.

"Oh no..." Carrot whispered. "It looks exactly like it did when I got home last night..." She turned around, and from the doorway could see Derpy's mailbag sitting in the living room. "Dinky, listen to me. Head off to school. After class is out for the day, go over to your friend Ruby's house. If I don't come to tell you otherwise, stay the night there." Dinky started to say something, but Carrot shushed her. "No time for questions, dear." She gave the foal a smile. "Don't worry. Good old Aunty Carrot Top would never let anything bad happen to Momma." Dinky returned her smile, quickly put on her saddlebags, then headed out of the house.

Carrot Top walked over and sat on Derpy's clean bed. She looked over at the nightstand, and at the single item resting on it. It was a photograph, one of Carrot Top, Derpy, Dinky, and Amethyst at a carnival. Derpy and Dinky were attempting to eat the same cotton candy, while Amethyst and Carrot just watched. They were all smiling. Carrot Top thought back, to the image of Dinky's tear stained face. She frowned, and headed out of the house.

It was still early as Carrot Top arrived at her destination. From outside Carrousel Boutique she could hear something running, most likely a sewing machine. Carrot took a deep breath, then knocked on the door. Whatever machine was on stopped, and a voice from inside said. "Oh, I'm very sorry darling, but we're closed for today. Try coming again toma, I mean, some other time." Carrot Top just rolled her eyes and knocked again, more forcefully this time. An exasperated sigh came from inside the shop, and after a couple seconds the door opened. Rarity stood at the threshold, and she looked worse for wear. Her mane wasn't quite perfectly styled, there were bags under her eyes, and it was clear the smile she wore was forced. "Oh, Carrot Top! How rare to see you in my little boutique! Now, as I said, I'm quite sorry but the shop is closed for today. Maybe you could come back another day, and then I can work on something that fits you."

Rarity tried closing the door, but Carrot Top shoved her hoof in the way. "I'm not here for a dress, Rarity. This is something serious. Can I come in?" Carrot asked, her last words carrying some of the fear she'd been hiding. Something subtle changed in Rarity's expression: her eyes a little brighter, her smile more weary, and a small exhalation, not enough to be a sigh.

"So you know then. Come on in, let's talk." Rarity opened the door wider, and retreated inside. Carrot Top looked at her oddly, then shrugged and followed her within. Rarity led her to the kitchen, and motioned for her to sit down. "I'll sit in a second, let me make us some tea first." Carrot sat at the table, and waited patiently. Rarity soon sat down herself, a cup of tea magically lifted in front of them both. "So then, how did discover it? My friends and I were alerted to it last night by the Princesses, so I'm quite intrigued to hear about your source."

Carrot Top was frowning as she answered. "Okay, I've been remarkably patient, y'now for me, but what are you talking about? How are the Princesses involved? I just came to ask about Derpy!" Rarity looked shocked, but carefully swallowed her tea.

"Oh, sorry about that. You looked worried about something, and the girls and I are dealing with a...crisis. I can't tell you any details, but it is big. But enough about my big mouth, what's that about Derpy?" Rarity asked, concern bleeding into her words.

Carrot Top sighed. "Dinky woke me up this morning. From the looks of things, Derpy never got home last night. I thought, because you're early on her mail route, that maybe she actually made her bed, forgot her bag, then got a spare mailbag from her work, wishing thinking I know."

Rarity shook her head. "I'm terribly sorry darling, but the mail hasn't arrived at all today. When did you last see her?"

"Let me think..." Carrot Top said, her eyes scrunching up. "Last night, after our weekly game, we were heading home, but Bon Bon called her over. Said she had something important to show her."

The seamstress nodded. "I think your best idea would be to track Bon Bon down, and ask about what occurred later than evening." Rarity gave Carrot Top a hug. "I wish you good luck Carrot. I don't know Ms. Hooves very well, but she's always been very kind. Just, try to be careful."

Carrot returned the hug, then said, "Thanks for the tea." She disengaged herself from the embrace, then headed towards the door. Right before she left the kitchen, her eyes narrowed and she tilted her head. She turned back towards Rarity, who was using her magic to lift the used teacups and kettle to the sink. "Hey Rarity?" Carrot Top said. Rarity turned to her guest.

"Yes dear?" she said, her fabricated smile back on.

"Whatever it is you and the other Bearers are wrapped up in, it is really serious, right?" Rarity nodded. "And whatever classified thing is happening, it's happening tonight, right?" Another nod. Carrot Top took in a deep breath. "Two things then. If this is something that dangerous, I understand you closing the shop for the day. So, what are you going to spend your day doing?"

Rarity's smile became genuine once again, though now untainted by weariness or fear. "When Sweetie gets home from school I'm going to spend a few hours with her. Then my, ahem, special somepony is coming over." Rarity finished with a blush, which made Carrot Top chuckle.

"Okay. My other question is this: what you're doing seems very dangerous. But unlike a lot of the times you six have done this, this time is secret. Nopony will ever know what happened. If you die doing this, nopony will know that you died saving them. How," Carrot Top paused for over ten seconds. "how do you deal with that?"

The question was left hanging for a while, before Rarity answered. "That's a difficult question to answer. I guess I'd say that it doesn't matter if anypony knows that it happened, what matters is that it gets done. And, well, I don't exactly plan on dying darling. Because if we die tonight, there won't be anypony left to know anything."

The smell of baking sweets filled Carrot Top's nose as she entered Sugarcube Corner. Behind the counter sat Pinkie Pie, who had a pencil in her mouth. She stared at the piece of paper in front of her, shook her head, then started crossing things out. "Ahem," Carrot said, trying to get Pinkie's attention. Pinkie looked up and flinched back in shock, then was gone. Carrot looked around, then saw her, affixed to the ceiling. "Um, Pinkie, it's just me." The energetic mare fell to the ground, and landed behind the counter.

"Oops, sorry about that Carrot Top! I'm feeling kinda twitchy. Not like a twitchy tail, though earlier it did a little bit right before I fell, but it's just that my whole body's been twitchy with nervosity the whole day. Is 'nervosity' a word? Because it should be. I should call the dictionary people and have them squeeze it in, right after they work on 'picklebarrel.' Isn't that a funny word? I was just talking about that with Applejack the other day, while we were in this cherry orchard," Pinkie stopped for a second, took in a deep breath, then continued, "And then I started telling her about chimicherries, or are they cherrychangas, either way we were talking about that for a while. Well, not exactly we, I'd say I was the one talking about 97% of the time. That isn't exact, next time I see Twilight I'll have her work up the exact number for you. Anyway, then—"

Before Pinkie could continue spewing words into the morning air, Carrot Top plugged up her mouth with a hoof. "I get you're full of energy today Pinkie, well more than usual I mean, but I have something important to say." She withdrew her hoof from Pinkie's mouth, who responded with an almost spastic nod. "Good. Now, have you seen Bon Bon today?"

Carrot Top flinched as Pinkie opened her mouth again. "Nopearoonie. She usually stops by in the mornings so we can order stuff from each-other we need, but she didn't show up today. It's too bad to, because lately when she stops by and I talk with her, she almost never yells at me anymore!" Carrot Top let out a chuckle.

"Ha, that's pretty good for Bon Bon," Carrot said, before she sighed. "Thanks for trying to help Pinkie." Her frown deepened, and she started to leave. Before she could take two steps a seemingly elongated hoof grabbed her and pulled her back to directly in front of the counter.

Pinkie Pie's face was centimeters from Carrot's, and it was deadly serious. "Nopony leaves here with a frown. It's dangerous to go alone, take this!" She then pulled (seemingly from behind her back) a cupcake, and shoved it into Carrot's hooves. There was copious amounts of chocolate frosting covering the pastry, and it smelled heavenly.

"Um, I'd love to Pinkie, but I didn't bring any bits with me." Pinkie shook her head frantically. "Wait, you mean I can have it for free?" Pinkie nodded her head just as energetically. "Thanks, but won't the Cakes be mad?"

Pinkie's face snapped back into it's usual grin, and she said, "Oh, don't worry your pretty little head about that, Carrot." She started pushing the mare out of the shop. "If the author's synopsis of this story is right, there's a good chance none of us will be around to worry about it tomorrow!"

Author's Notes: UGH. I am so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so so sorry you guys. I wanted to update sooner, but this is my first time writing a fic while flying blind, so to speak. I promise the next update will be much sooner! I am such a terrible author, please forgive my tardiness! I don't want to be sent to...WRITER KINDERGARTEN!

Seriously though, I honestly feel terrible. I feel as the author I owe it to my readers, few as they are, to update with some semblance of regularity. I have failed, and for that I apologize. Enough with the pity party, I will say one last thing: I love foreshadowing, and teasing you guys.