Monster Mash

by MagnetBolt

Rating: teen
Tags: My Little Pony: Friendship is Magic, Death, Alternate Universe, Original Character, Science Fiction, Horror, Adventure, Violence
Length: 11981

Nightmare Night is the scariest time in Equestria. If a rampant AI isn't stopped before it's too late, it might also be the end of everything!

In a version of Equestria where towers of steel and glass stretch for the sky, ponies spend their days in cubicle mazes and staring at screens, and corporations and capitalism rule like the invisible hoof of gods from ancient stories.

Ridge Racer is running. A strange mare is pulling her along, and they're being hunted. Will they survive Nightmare Night when real monsters are after them?

An entry for the 2023 Cyberpunk Equestria Nightmare Night Contest

Published 2023-10-30 22:30:00 UTC
Last updated 2023-10-30 22:30:00 UTC

Mischief Knight

“Keep running,” the unicorn mare said. She looked behind us. I followed her gaze through the bustling crowd on the street. Dozens of ponies in masks. Skulls. Carved pumpkins grinning squashy smiles. The twisted mandibles of spiders.

One pony stood still, a block behind us. My senses were screaming at the sound and sights and smells around us. I couldn’t focus on any one thing. I felt like I was being pulled in every direction, but that pony caught my eye and held it. She was a mare, unnaturally thin and tall and graceful and pale like death. Her eyes glittered red. Wide, dragon-like wings made of carbon fiber and coated with radar-absorbing paint opened up.

A pony passed between us, and I lost sight of her for the span of a heart beat that I could hear thudding in my chest. She was gone in that instant.

“Who was that?” I asked. My voice felt rough. There was something wrong with my body. It wasn’t just my senses. I was floating and disconnected like I’d been drugged. Something was wrong with my memory.

“The enemy,” she said. She grabbed my hoof, tugging me along, keeping us from being separated. I was waking up. Fragments of memory were patching themselves together. We’d been running for a few minutes now. It had the feeling of waking up from a long dream and only recalling brief moments and how they made me feel. Emotions instead of specifics.

What she said felt right. When that pony had looked at me, I’d felt a chill run down my spine.

The mare stopped suddenly and looked both ways, then tugged me into an alleyway. The terrible press of the crowd, all those overwhelming sensations, faded to the background. I was able to focus on her.

She was wearing a long coat, the kind of coat a pony might wear if she was trying to hide and doing an inexpert job. She was still holding my hoof. It should have been familiar. The back of my own hoof was a foreign country, crossed by thin surgical scars. The muscles weren’t familiar.

“Something’s wrong with me,” I said. My teeth weren’t the right shape. Too sharp. I worried I was going to catch my tongue.

“You’re only partially programmed,” the mare explained. At least, the way she said it sounded like an explanation. I didn’t know what it meant. “Keep me safe and I’ll tell you everything later. I woke you up to protect me. You can do that, right?”

“I…” I hesitated. I didn’t know who I was. Was it smart to promise her anything? No. Obviously not. But I had to. “Okay.”

“Good girl,” she said, patting my hoof before letting it go. “We’ll cut through here.”

“Right,” I said. I was thankful to be off the main street. All the noise had left my ears ringing. Too much stimulation. Even here, it was hard to focus. I didn’t even hear the pony coming until the crowbar was inches from my head. It cracked against my skull, and blood dripped down onto the ground. I barely felt it.

I blinked slowly and looked up. A half-dozen ponies disguised with facepaint had surrounded us. Grinning liquid latex skulls and ragged clothing covered with drips and drops of neon paint that glowed in the dim light of the alley.

“What do we have here?” the obvious leader asked. “Two people coming to Splatter territory on Mischief Night and they’re not even wearing costumes? Where’s your holiday spirit?”

The other five laughed. I tilted my head to look at the one who’d hit me with the crowbar.

“We don’t want trouble,” the mystery mare I was with said. “Let us through.”

“You don’t want trouble. That’s too bad, because this is where trouble lives,” the skull-faced leader laughed through the crude white and neon grin drawn across his face. “Tell you what, give us your creds and we’ll only break a few bones and leave you somewhere an ambulance will find you.”

“He’s lying,” I said.

“Obviously,” the mare said. “It’s too bad. I was trying to save his life.”

The bat-winged pony dropped down behind him. She’d been hanging from the rooftops just above him, a hard-edged shadow that gleamed like a blade. The gang pony screamed. Fangs were in his neck. I could hear a hiss, a deep thrum. His body withered, and he collapsed.

“That’s better,” the bat-pony said, her voice resonant and echoing slightly. “That’s the cost of high performance. I need in-flight refueling to stay at the top of my game.”

“The shock is she?” one of the other ponies said. Without their leader, they looked to each other, unsure who was actually in charge.

“The future,” she said, stepping over the drained gang member. “Morsel, won’t you come back without a fight? There’s no reason for us to do this, is there?”

She smiled, showing fangs. I looked at the mare I was with.

“I’m not a treat for you to snack on,” she said. “My name is Prism, not ‘morsel’, Fever Flow.”

“Somepony’s in a bad mood,” Fever said. “If we’re going to be all professional, then make sure you use my codename.” The collar around her neck unfolded like a snake emerging from coils, panels sliding into place around her face, snapping into place as an angled, jackal-like mask. “Call me Tepes,” she said, the mask’s eyes flaring with crimson light.

“You’re not ready to fight,” Prism told me quietly. “Sorry. I have to ask you to do something unreasonable. Hold her back for thirty seconds.”

She stepped back, pushing me forward. The gang around us looked from Tepes to me, trying to decide what to do.

“Be a good puppy and heel,” Tepes teased. I only caught one leg moving before she jolted into motion, faster than thought. Her hoof caught me in the chest, throwing me back into the brick wall hard enough to shatter it. I fell forward out of a crater shaped like my spine and coughed, spitting up blood.

The batpony stalked forward, moving with grace, elegance, and deliberate slowness.

The ganger with the crowbar who’d hit me swung at her, having made some kind of decision. The steel never reached her helmet. The ganger stumbled, having braced himself for an impact, and blinked in confusion. He held up the crowbar. Half of it was missing, the edge glowing orange with heat.

He seemed even more surprised when his head followed it to the ground. Gore splashed across the alleyway in a red tide. The smell of it set me on edge like static electricity, running over my hooves and making me feel excited and sick at the same time, on edge the same way too many cups of coffee would make me.

Tepes flexed her wing, blades re-sheathing themselves among the complex angles. “You’re in the way,” she said. “I suppose I should get rid of all the witnesses before I have fun, hm?”

“Run!” I yelled, spurring the remaining gang members into motion. Tepes laughed, letting them get a few steps down the alleyway before she surged into motion. Fear and something else flooded my body, something dark that set my hair on edge, literally. I could see her movement this time, the twist of her heel just as she launched herself into the air after them.

I jumped. Hit the wall with all four hooves. Used it to get ahead of the bat, catching her wingblades in the middle of her lightning-quick lunge. My hooves hit the ground. Sparks rose. I skidded to a halt, barely holding the vibrating edge back. Behind me, the gang members fled.

“Oh?” The bat tilted her head, amused and surprised. “You’re not all bark and no bite, then?”

“I don’t know what’s going on, but--” I started

She sighed. “I didn’t tell you to speak, puppy,” she said. She pressed forward for a second more, then jumped back, folding her wings against her sides again and landing so silently I’d swear she didn’t touch the ground.

“Fever Flow,” Prism said.

Tepes shook her head and turned around. “I told you not to call me--” She stopped dead, staring at a strange square shape Prism had drawn on the wall. It was like a fractal made of smaller squares. Her entire body shook, her mask retracting. She collapsed to her knees, staring at the shape.

Prism walked quickly past her, grabbing my hoof. “We have to go. The glitch will only hold her for a minute at most.”

“The glitch?”

“Later.” She tugged at my hoof. Some distant part of me urged me to attack. Kill the bat while she was helpless. I swallowed it down and followed Prism, our jog turning into a dead run when we heard Tepes screech in anger behind us.

I leaned on the sink, trying not to be sick. I’d seen two ponies die. There’d been so much blood. I felt filthy. I ran the water, washing my hooves even though none of the death was my fault.

My hooves. Why didn’t I recognize them? They were so wrong, but--

I recognized the dappling. Dark spots from near my hooves going up my legs. It was everything under the skin that was wrong. Veins I hadn’t had before. Scars I didn’t recognize. My muscles were hard masses. Like pistons.

I looked up. The mirror. It was filthy. I was afraid of what I’d see. My jaw didn’t feel right. My tongue didn’t sit correctly in my mouth. My teeth were sharp.

I grabbed a rag from near the sink, holding it to the mirror. I had to know. I wiped a streak clear.

The face that looked back was almost like mine. I’d seen a study once that ponies found it difficult to recognize themselves if their faces were mirrored, swapped left and right. The subtle differences were enough to trick them. That’s what it felt like. My face, but wrong. My coat was shaggy and too long. My eyes... they weren't mine. They were the black and gold of a wolf's eyes.

I smiled. Tried to smile. I had teeth like a predator. I needed answers.

I stormed out of the bathroom, storming across the grimy garage we were hiding in to where Prism was sitting on top of a dusty toolbox. She was working on a compact cyberdeck, the kind that folded up enough to fit into a pocket. She glanced up at me when I approached her.

“What happened to me?” I demanded. “You said you’d explain things. I need an explanation, now!”

“Project Bad Moon,” said a pony behind me. I turned around and saw an old stallion. He gave me a nervous smile and closed the door he’d entered through. “Did I come at a bad time?” he asked.

“No,” Prism said. “You’re just in time. You can explain things to her.”

“Ah, right,” the stallion said. “I’m Doctor Stratus. Do you remember me?”

I shook my head.

He sighed. “I was afraid of that. Do you at least remember your name?”

“I’m…” I felt it, almost out of reach, but not quite. “Ridge Racer. I was a motorcycle racer.”

“That’s right,” he said gently. “You had an accident during your last race.”

“Right!” I gasped. “I remember taking the fall, hitting the ground and…” It all came back to me. My tires had hit something slick, all traction had vanished at a hundred miles an hour, and that was all she wrote. Even with a good helmet - and I’d worn a good helmet - it was the kind of crash that turned ponies into organ donors.

“You were taken to the hospital. A hospital managed by the Proverbio Corporation.”

“What? Why? I didn’t have insurance with them.”

“They needed a fresh body for Project Bad Moon,” Prism said. She gestured, flipping the display on her Cyberdeck. I saw my own photo, one I recognized. It was an obituary. “You were declared dead.”

“But I’m not dead!” I protested.

“Obviously not,” Doctor Stratus chuckled. “But it makes things easier for them.”

“I need to call my family,” I said. “My parents have to be--”

“If you contact them now, you’re putting them in danger,” Prism interrupted. I looked up at her. She sighed as if it was the most obvious thing in the world. “Ponies like Fever Flow are after you and me. Do you want to bring that back home with you? Do you want your friends caught up in it?”

I could see what would happen if I reached into that part of my imagination that spawned nightmares. I felt woozy. I grabbed for a tool cart, scattering an old socket set across the floor. The 10mm socket found its way to a broken drain and fell in, vanishing forever.

“What’s wrong with me?” I asked. “I feel…” I didn’t have the right words. “Broken.”

“Your body has been augmented,” Prism said. “I activated you before they could finish aligning you and overwriting your memories, but that means the drivers for your systems weren’t installed either.”

“Drivers… I’m a cyborg?” I asked.

“Yes,” she said, and I waited a moment for more of an explanation, but it didn’t come.

“Project Bad Moon’s purpose was to create high performance while maintaining a low profile,” the Doctor explained when Prism didn’t. “Your bones and muscles were reinforced with carbon fiber and other materials largely invisible to scanners. The bulk of your physical augmentation was to be done with synthetic organs. Your heart and lungs were replaced, and your body is designed to produce and metabolize a potent combat drug we called Feralzine.”

“Why?” I asked. “Combat drugs? And who was that bat-pony?”

“Feralzine can vastly increase combat potential but the byproducts are toxic for normal ponies,” Prism said. “Experiments with standard corporate security were always eventually fatal, and it was highly addictive.”

“The bat-pony you encountered was Fever Flow, the subject of Project Tepes,” the Doctor said. “The purpose of that was to push performance to the limit, ahead of all other considerations. You raced motorcycles, yes? Imagine stripping out every consideration for comfort and safety to save weight, even cutting the fuel tank down until it only holds just barely enough for one lap.”

“She’s reliant on almost constant electrolyte consumption when at full power,” Prism said. “She was built to be able to take them as needed.”

“She drained that pony dry…”

Prism nodded. “She is exceptionally dangerous, and unlike you, her Alignment was complete. She’s entirely loyal to Proverbio and has no qualms about killing.”

“Why are they doing all this?” I asked. “What’s worth killing ponies like that?” In my mind’s eye I could still see a pony’s head rolling across the ground, blinking one last time before going still. The blood stank on my hooves. It wouldn’t wash away, it could only be covered up.

“You saw all the masks ponies are wearing on the streets?” Prism asked.

“Yeah, but it’s Mischief Night,” I said. “That’s what the one pony said. The night before Nightmare Night. Of course ponies are wearing masks.”

“Proverbio has been giving out free masks for several weeks now. At this point, more than half the city is wearing them,” Prism explained. “They advertised random prizes for ponies wearing the masks up until a big sweepstakes at midnight on Nightmare Night.”

“At that moment, almost everypony in the city will wear them just for a chance at the prize,” the Doctor sighed. “The masks are the key point of the plan. They contain a magic circuit that will Align the ponies wearing them.”

I hesitated, thinking. “That’s what you said they were doing to me. Alignment.”

Prism nodded. “It’s the term for the method Proverbio developed to take control of ponies. Memory alteration and implantation. Reinforcement with neuron-stimulation. If it’s done slowly, ponies aren’t even aware it’s happening. They think they’ve decided everything for themselves, but it’s the Proverbio AI controlling them.”

“The company is going to take control of the entire city?”

“They’re currently spinning up enough computing resources for their plan,” Stratus confirmed. “Right now they can’t do anything, but in less than twenty-four hours it’s all going to begin.”

“I was working from inside to try and stop them, but I was found out,” Prism said. “I grabbed you on the way. Doctor Stratus has been working on another method, and since I was exposed, I have to rely on him.”

“I developed a program that should shut down the Proverbio AI,” Doctor Stratus explained. “It’s too bad you were found out. It needs to be installed directly on the server.” He held up a manila envelope. Prism took it and opened it, pulling out a black flash drive.

“I’ll find a way,” she said.

“What about me?” I asked.

“I used my backdoor access to get copies of the drivers for your augmentations,” Prism said. “I’ll push them to your systems.”

“Woah, woah! I don’t know if that’s a good idea. Won’t that finish the Alignment?”

“While you were freshening up, I was stripping the dangerous parts out of the program,” Prism promised. “Zero external control. More importantly, without the drivers, your artificial organs won’t be synchronized to your body. The more time that passes, the more your body will fail. You might last a few days without the drivers.”

A chill ran down my spine. “Doesn’t sound like I have much choice.”

Prism nodded and pressed buttons on her cyberdeck. My knees turned to rubber and I almost collapsed. Doctor Stratus caught me, holding me up. It was like heat stroke. I went blind for a moment, orange light filling my vision before resolving into something like a display. Text scrolled between me and the world.

“The process involves several reboots,” Prism explained. I could barely hear her through the rush of blood I heard in my ears. “Sorry for the lack of warning.”

Doctor Stratus helped me lie down. I nodded appreciatively to him. I couldn’t move much more than that.

Somepony knocked on the door.

“I’ll get that,” the Doctor said. “It’s probably the gentlestallion I’m renting this space from. If it keeps him from telling ponies we're here I'm happy to bribe him until he goes away.” His voice was distant and echoed, as if we were in a cave instead of a run-down garage. He only got as far as touching the door, not even opening it before a massive metal hoof smashed through the door and grabbed him, pulling him through the shattered debris. He screamed, and it cut off with a sudden yelp.

“S-shocking shock,” I struggled to say. My blood ran cold and hot in alternating waves, terror and hot adrenaline trying to surge through me at the same time with overwhelming strength.

“They found us,” Prism said.

I managed to fight my way to my hooves. My body was numb and tingling. Every nerve was on edge with a feeling of roiling static. It was too hard to focus. I shook my head, and it felt like a balloon on top of my neck. “I’ll-- I have to--” I started. My tongue felt thick.

Prism knelt down next to me, typing furiously. “You can’t fight like this. I have to try and speed it up. I apologize if this hurts.”

The door exploded inward. A huge creature stepped inside. It was very nearly like a pony, if you made the pony out of spare parts for a tank instead of piecing it together with flesh. It was twice as tall as I was and half its body looked more like trash than intent, as if it had been broken and put back together over and over again. It let out a low growl, camera lenses set into its face whirring and focusing on me.

“TARGET,” it stated, in a purely synthesized voice.

“Might not have a choice about fighting,” I said. “Can you do the trick with the square shape again?”

Prism shook her head. “No, that only worked because I knew Project Tepes had a glitch in the visual processor when scanning certain QR codes! This thing is from the first batch of Proverbio experiments. Project Brain Bucket. Full body augmentation, almost zero flesh!”

“It’s focused on me for some reason!” I wasn’t sure why. I didn’t know anything, I was barely standing, and my vision was full of scrolling text about updates and reboots.

“It’s prioritized you based on your hazard level,” Prism said.

“Go check on the doctor,” I hissed, not taking my eyes off of Brain Bucket. She shut her Cyberdeck’s lid, edging around the perimeter of the garage and keeping well away from the piecemeal monster.

It started to turn to look at her, so I grabbed the first thing at hoof, a socket wrench covered in cobwebs, and threw it at the monster. The tool clanged against the brute’s shoulder, and it snapped its focus back to me, taking heavy steps towards me. Its tread was uneven, its mismatched limbs just slightly out of alignment.

“If there’s a pony brain in there, you can understand me,” I said. “We don’t have to fight. Wouldn’t it be better to solve things with talking?”

I offered it a hoof. It looked down at me and… reached out. Our hooves touched. It was cold metal, thrumming with something inside more like a diesel engine than a heart. I nodded slowly.

“That’s good,” I said. “How about we start with names? I’m Ridge Racer and--”

“TARGET,” the thing blared like a siren. It grabbed my hoof and threw me across the garage, smashing me face-first into a car on blocks under a tarp. The body panels crumpled, glass shattering around me. I shook myself off, struggling to pull myself out of the divot I’d made.

My vision flashed and cleared, the only text left saying ‘update complete’ before fading away again.

“You need to activate your implants!” Prism yelled. I tossed my head, knocking the broken glass out of my mane. She was standing in the ruins of the doorway. “I had to hack manual controls to keep the AI out!”

“How?” I asked. “Is there a button somewhere? I think I’d notice if I grew a button!”

“It’s voice-controlled!” she yelled back. “If you say ‘Feralize’ you’ll get a dose of Feralzine!”

“Is that safe?”

“Safer than letting Brain Bucket flatten you!”

She had a very strong point. The toss into the parked car had been almost friendly and it was still enough force to kill the average pony. The way it was looking at me, Brain Bucket was ready to get serious now.

“Feralize?” I tried.

“Say it like you mean it, it requires force of will so you don’t accidentally activate it!” Prism shouted.

“Feralize!” I yelled. Brain Bucket reared back and the world turned sharp around the edges. All of my senses came into sudden focus. The smell of old oil and grease. The harsh hum of electric motors and neon lights. The glare reflecting from shards of broken glass. My body was hot, my heart thrumming in my chest.

I caught his hoof on the way down. He stopped dead.

I wanted to say something clever, but I couldn’t form words. Thinking was hard. Doing was easy. I growled and pushed him back. Brain Bucket stumbled back, overbalanced. I charged after him, not letting him get away. I had to chase him! I had to catch!

I jumped and slammed all four hooves into its chest, bouncing off and landing lightly on the broken car behind me. Brain Bucket’s landing wasn’t as graceful. He flew like a cannonball had caught him in the torso, smashing into a big red box on the wall. I hadn’t even been aiming for it. The circuit breaker exploded, lightning crawling across his steel body. The monster shook and shuddered, smoke rising from his joints.

“T-T-T-T--” he stuttered, eyes flashing with light. The neon lights overhead sputtered in protest, some of the tubes popping entirely, the noises harsh and painful to my over-keen senses.

Brain Bucket slumped, going still, falling away from the smashed electrical panel. I breathed, panting, the smell of ozone and death heavy in the air. I could smell the blood outside. The stink mixed with the hot iron of the fallen cyborg’s body.

I started to panic. It was all too much. I was going to go insane, unable to block any of it out. I couldn’t prioritize. The flakes of dust in the air took as much of my attention as the pony walking towards me. Thought was impossible in the storm.

She took my hoof. Squeezed. Gently. Slowly, her words got through to me.

“Breathe,” she said quietly. “Calm down. In and out. You can metabolize it quickly if you try. All you need to do is focus. In and out.”

My breath came in what felt like great gasps and shudders, the air sticky with horrible odors. It felt like poison. Slowly, the heat in my veins eased up and the engine thrum of my own heart quieted. My tongue didn’t feel as thick. Words started to come back to me.

“What was…” I tried, shaking my head. It was still too hard.

“Feralzine was developed by studying large predators and their brain chemistry-- look at me, let me see your eyes. Your pupils are still over-dilated. You haven’t completely metabolized the drug yet.”

“Bad?” I asked. I couldn’t manage anything more complicated. I made the mistake of looking up at the lights. I winced and turned away.

“No. Keep breathing steadily and it should dissipate after a few minutes,” she said.

I nodded. “How’s… the doctor?” I asked.

She looked back to the doorway. “He’s not coming with us,” she said, answering me without answering me. I saw something cross her face, an expression I couldn’t quite read. “I’ll have to hope he programmed the drive correctly.”

Prism squeezed my hoof one more time, then let go and grabbed her coat and saddlebags, using her magic to settle them on her back. She checked her Cyberdeck one last time before putting it away.

“We can’t stay here,” she said. “Proverbio knows we’re here.”

I wasn’t in any condition to argue. Really, I was only in shape to find somewhere quiet and ride things out, but that wasn’t likely to happen. I let Prism lead the way outside, and we were met with a sight I wasn’t expecting.

A pony in a suit was standing over a crumpled form, having thrown a black tarp over it. He placed a white rose on it with the air of somepony saying a short prayer to one of the Lost Goddesses. After a silent moment, he turned to us and bowed. A white porcelain mask covered half of his face.

“Good evening,” he said.

“Another enemy?” I asked, baring my teeth.

“It’s one of the Proverbio executives,” Prism said. “His name is… it doesn’t matter, actually. We’re not speaking to the meat. That mask means the AI has fully Aligned him. He’s a puppet.”

“That’s a rather rude way to put it,” he said. “I prefer to think of myself as a figurehead. The masks help the Board stay on the same page.”

“Then what’s your name?” Prism asked.

“My name isn’t important. When I’m on the job, I speak with the authority of many.”

“Okay, Phantom, whatever you’ve been taught to believe,” Prism said. “I know you’re not a fighter, so you must be here to talk.”

“You’re right,” he agreed. “But first, I want to give you this.” He picked up a shopping bag from some designer clothing store, the kind of paper bag that was worth more than some pony’s entire wardrobe even while it was empty. He reached inside and pulled something out that looked like a full-face motorcycle helmet combined with a wolf’s skull.

“And that is?” Prism asked.

“I can tell Miss Ridge Racer is feeling uncomfortable. Project Bad Moon involved heavily augmented senses. This mask serves as a filter. It should help you focus.”

“I heard about what you’re doing with the Nightmare Night masks. Why would I put that on?” I asked. “It’s probably going to brainwash me!”

“An understandable concern,” Phantom agreed. “I promise that neither this mask nor the action of taking it will cause a significant amount of Alignment. I intend it as a gesture of good will, to encourage you to come back and rejoin us.”

“That’s the--” I stopped when Prism held up her hoof. She looked at me.

“He’s probably telling the truth,” she said. “The AI doesn’t like lying.”

“For a being with no physical form, who must rely on others for everything, trust is the most important thing in the world,” Phantom explained. “If I lie, it breaks that trust. If I always tell the truth, ponies can trust me without needing proof, because my saying it becomes the foundation of that truth.”

“It’s safe,” Prism agreed. I nodded reluctantly and took the helmet.

“I also bought you a scarf,” the suited pony said, taking it out of the bag. “It’s cold, and I thought you might appreciate something warm.”

“Thank you?” I said, confused. I looked more carefully at the helmet and put it on before I could think too much about all the mistakes I was making in that moment. It fit snugly, better even than the custom-fitted helmets I’d worn when racing, forming a seal around my neck that was comfortable instead of tight.

Everything was black for a few moments, then I felt something connect. The opaque panels in front of my eyes turned transparent, but still blocked a lot of the light out. The painful edge on every light source was gone, leaving them distinct but soft, bearable. Sounds were quieted but not muffled, and when I focused, they got louder.

“The filters will adjust automatically,” Phantom explained. He wrapped the scarf around my neck, tying it off and giving it a short tug to make sure it was secure. “You are one of our creations. Even if you’re confused and on the wrong side of things right now, we have a responsibility to you.”

“What about your responsibility to the ponies wearing those Nightmare Night masks?” I asked. I could barely hear myself. Unlike the sounds from outside filtering in, my own voice was muffled. I felt muzzled. “They’re just as innocent as I am.”

“We’d be happy to have this discussion back at Proverbio,” Phantom offered with a smile. “We will not discount the possibility that the current operation is flawed. We’d be happy to debate the issue.”

“And what chance do we actually have of convincing you to stop?” Prism asked.

“Almost zero,” Phantom admitted. “We’ve spent a considerable amount of processing power and thought on this plan. You would have to find an argument that we hadn’t considered in detail already.”

“I don’t think we’ll be doing that, then,” Prism said. “Let’s go, Ridge Racer.”

“...Right,” I said. The suited pony shrugged helplessly at me. “Thanks for the helmet. And, uh, the scarf.” I looked at the red fabric. It still had the tags from that designer store. The number listed as the price was about the same as I’d spent on some entire motorcycles.

“I apologize, then,” Phantom said. “I can’t allow you to leave. We had actually been following Doctor Stratus, but you’re also a priority.”

“You can’t stop us,” Prism said. “That executive didn’t even work out. I don’t care how well you puppet him, he’s not a threat to me, much less her.”

“You’re correct, which is why I am not alone.”

Fever Flow dropped down from above, landing with a soft click like a lock snapping shut on a security door and cutting off all escape.

“Hello again, Morsel and Puppy,” she purred. “You pulled a nasty trick on me! This time I hope you’ll give me a treat~”

“Prism?” I asked.

“Already on it,” she said. She opened her Cyberdeck, bringing the QR code up on the screen that had frozen Fever Flow before. The vampire bat froze in place.

I saw the smile flicker on her face and moved purely on instinct, getting between her and Prism, kicking her blade aside and into the ground, the edge gouging the concrete and leaving a red-hot line where it had sliced straight through stone.

“It didn’t work?” Prism asked, confused. She started typing at a rapid staccato.

“I got an update after your mean little prank,” the bat said. She grinned widely, her eyes narrowing into dangerous slits. “It won’t work again.”

Her folding helmet snapped shut around her face, covering the only bit of exposed flesh on her rail-thin body with black armor. She took to the air, cackling madly and arcing up and out of the alleyway.

“I would be happy to stop her,” the Phantom offered. “Simply agree to come peacefully with me. There’s no need to fight. Project Bad Moon is a bad match for Project Tepes. Your project relies entirely on bio-enhancement.”

I scanned the narrow strip of sky in the alleyway outside the garage. The buildings limited her, the five-story-tall decaying blocks of apartments, pawn shops, and corner stores forming a tight corridor. She had to come from one of two directions.

“Given your relative inexperience in combat and the outsized performance difference between you, I do not foresee any path that leads you to victory,” the Phantom said. “I strongly advise you to stand down so we can avoid injuring anypony else.”

I held up a hoof for quiet, my ears twitching. The Phantom bowed his head mildly and stepped back to make sure he was out of the way. I heard the rush of wind coming before I saw her.

Fever Flow dropped into the alleyway from high above, pulling up just before hitting the ground and hitting the kind of G-forces that would have killed a mortal pony. A sensation washed over me as she approached, that terrible fear a pony felt when they were speeding towards a cliff and they realized their brakes weren’t going to stop them in time.

She flashed by, and pain exploded from my left shoulder. Blood dripped from a shallow cut.

The bat landed at the far end of the alleyway, retracting her helmet and examining the edge of her blade.

“You’re not so easy to cut, little pup,” she said. “I know I’m not going dull, so you must be tougher than you look.” She licked the edge of her bladed wing and her eyes lit up. “Oh! Spicy. You’ve got interesting blood. I like it~”

“Be careful,” the Phantom cautioned. “She destroyed the Brain Bucket.”

“Please, everypony’s done that,” Fever Flow scoffed. “He gets torn apart at least once a week. That’s why you keep putting him back together with whatever spare parts you find in the dumpster.”

Fever Flow snapped her mask shut, her eyes blaring red. “I’m already feeling charged up from that taste. I think I need to get a real meal out of you!”

Phantom cleared his throat. “Please try not to kill her. She was very expensive to produce. Let me give you a few more options.”

Ponies in Nightmare Night masks appeared at both ends of the alleyway, trotting in lockstep like trained soldiers marching to a beat.

“I thought they couldn’t take them over until Nightmare Night!” I shouted.

“Not the whole city,” Phantom confirmed. “But a few can be Aligned and motivated even with my currently limited resources. I would explain the process, but suffice it to say it’s similar to hiring gig workers.”

“Wonderful,” I mumbled.

The crowd charged. Phantom looked both ways, then stepped over to Prism and pulled her out of the way, letting the masked thugs stampede past them. Common sense told me I wasn’t going to win in a fight against enough ponies to make their own hoofball team.

I spun and kicked the first one in the chest. He flew back into the rest and didn’t get back up. The stampede slowed. They looked at the fallen pony, then surged right back into motion like they didn’t care. Common sense was taking a break on all sides today.

The masked ponies tried to dogpile me, three of them grabbing on and doing their best to throw me to the ground. I tossed one off with a shrug and the other two followed with hooves planted in their masked faces. It felt like I was fighting foals, and with every pony I dropped down, the more blood that splattered across the alleyway, the more my heart pumped with excitement. Even through the filter of the mask, it had a sweet smell that sang to me.

“Now you’re getting into it properly!” Fever Flow called out. She slammed into me, shoving me into the wall with supernatural strength. She pressed me into the cracked brick. “The point of having power is to use it!”

I tried to kick her way, but she was already gone, her wings kicking up a cloud of dust as she jumped into the sky. The filters in my mask changed, the colors around me shifting as they automatically adjusted, doing their best to pierce the gloom.

A dark shape loomed, and I snapped a kick at it, sending a pony in a pumpkin mask twisting into a heap. Some distant part of me realized belatedly that killing them was morally problematic. I stared at him for a few seconds too long.

Fever Flow slammed into my back, her fangs finding flesh. The sensation was like ice in my veins. I tried to throw her off and failed, the bat firmly lodged in my neck with hypodermic teeth. I needed an edge.

“Feralize,” I gasped.

The ice was replaced with fire, and this time it was all bearable. The light only turned to needles piercing my eyes for a moment before the mask compensated. Having experienced it once before, the hammering in my chest wasn’t a shock. Fever Flow got one last sip before I kicked her away, the combat drugs giving me enough power despite being very suddenly anemic.

“That was amazing!” Fever Flow gasped. “That taste! It’s like hot sauce mixed with candy corn!” The dust settled down, the bat tapping her hooves on the ground with excitement.

“That doesn’t sound good at all,” I said, suddenly confused.

“I’d say you have bad taste, but it’s actually great!” She giggled, the glow in her eyes getting brighter. “What is this feeling? You’re the best thing I’ve ever eaten! I have to have more!”

“Tepes,” Phantom warned. “Be careful.”

“Don’t worry. I won’t kill her. Much.”

“That’s not what you need to--” Phantom sighed when Fever Flow launched herself at me again. I got my leg up in time, catching her bared fangs against my fetlock. They sank into the scarred skin and found my veins.

She took a deep drag, my vision filling with stars. She let go, her eyes going brighter and brighter, like spotlights surging and overheating.

“Something’s wrong,” she said, stumbling back. “It’s so hot! So sweet! But I can’t… I can’t--”

“It’s the Feralzine,” Prism said. “You have minimal biological components and a hyper-accelerated metabolism. That’s a critically poor match.”

“I don’t feel so good,” Fever Flow said, just before she collapsed, steam pouring from her body.

Phantom sighed. “I tried to warn her.”

“So much for your predictions,” Prism said. “If you couldn’t even guess the result of a simple fight, how can you expect to know what’s best for the ponies of this city?”

“There were miscalculations,” Phantom agreed. “I apologize for the inconvenience. This proves my hypothesis. The only way to keep this sort of wasteful excess from continuing is to bring the ponies of this city to the correct Alignment and eliminate variables.”

“You mean eliminating free will,” I corrected. I panted, stumbling over. Prism caught me.

“Careful. You’re still anemic. She drained several pints from you with those bites. The Feralzine will speed your recovery, but it’s not instantaneous.”

I nodded, a little too weak to reply.

“I’ll withdraw for now,” Phantom said. “I expect we’ll meet again, one way or another.” The suited pony bowed politely and motioned to the few remaining ponies he’d summoned. They collected the fallen and made their escape while I watched.

“Was it smart to let them go?” I asked, when I could.

“The alternative was killing mostly innocent ponies,” Prism said. “It’s possible they could recover if they stop being exposed to the Proverbio AI.”

I nodded.

“We’re going to find a place for you to rest,” Prism said. “Keep your eyes open and let me know if we’re being followed.”

“Is this really the only way in?” I asked.

“No, of course not,” Prism scoffed. “It’s one of the largest corporations in the city. You think the average pony has to trot through this muck to sit in a cubicle?”

“I guess not,” I admitted, looking at the walls around us. Prism had cast a light spell, the cone of pale magical light leaving things in stark contrast and shadow. The concrete was painted with a thick layer of water-repelling paint, something it needed out here. We were halfway between the shore and the middle of the bay, almost at one of the artificial islands. This one was still under construction, the service passage choked with scaffolding and tarps where it was being worked on.

“Any ponies actually in Proverbio are going to be heavily Aligned,” Prism said. “Subliminal messages in their monitors, slight changes to wording in emails and texts, even the background music on the office floor. All of it works together to put ideas into a pony’s mind. A lot of the techniques were derived from advertising. Nopony really needs to be informed that Sparkle-Cola exists, right? It’s the most widely-known brand in the world. But if you see a picture of an ice-cold glass of it, it can make you thirsty. Give ponies salty snacks for free and show them an ad for Sparkle-Cola and watch sales increase.”

“Sure, I’ll believe you can get them to buy an extra soda.” I asked. “But how much can you really change a pony’s behavior that way?”

“With enough computing power to predict exactly the right words to use to convince a pony of something?” Prism asked. “It’s incredibly powerful. The Nightmare Night masks have a dormant enchantment to make ponies vulnerable to suggestion on top of that.”

“You said you were working on the inside. How did you avoid getting Aligned?” I asked.

“In the beginning, Alignment only worked on ponies with relatively normal neural architecture,” Prism said.

“I have no idea what that means.”

“It didn’t work on me because I’m neurodivergent and lied about it. The company never knew I was taking a number of illegal prescriptions to manage it, and since it wasn’t part of my medical records, the AI wasn’t able to dig it up either until it was too late and I’d become aware of what it was doing.”

“What are the chances we walk in, see a screen, and it gets us that way?” I asked.

“Being aware of Alignment makes it much less effective. Or at least, it used to.”

“That’s not really the kind of answer--” I saw something in the corner of my vision. I stepped between it and Prism. She swung the light from her horn around. A hulking shape cried out in whalesong, holding up a hoof to shield its face. I dropped into a fighting stance, letting instinct take over.

“Wait,” Prism said. She grabbed my hoof. “It’s okay. It won’t hurt us.”

“Huh?” I blinked, relaxing slightly.

“He’s one of the old construction cyborgs,” Prism said. She spoke quietly and stepped closer, very carefully reaching for the thing. Old was an understatement. Its paint was streaked with rust, and there wasn’t a visible scrap of flesh. It looked like a diving suit from a museum crossed with a bulldozer. “They needed workers who could build the foundations of these artificial islands. Fully amphibious, able to stay at the bottom of the bay for as long as it took to get the job done. I thought they were all decommissioned years ago!”

“Decommissioned?”

“Moved to other bodies. Or at least that’s the story. Some of them must still be around, maintaining the seafloor foundations. He might even be the last of his kind.”

Prism ran her hoof across the pitted, corroded metal strips overlapping across his body. His face was only a blank, inequine plate studded with cameras, but somehow it seemed harmless now that I knew what it was.

“Is there anything we can do for him?” I asked.

“Not right now,” Prism whispered. “If we live through this, maybe we can come back and retrieve him. I don’t know if his brain would survive the neural shock of being placed in another body after all this time in a thing like this but… he must have extraordinary force of will to have hung on this long at all. Just another creature forgotten in the footnotes of the corporate black books.”

A sharp crack rang out, and sparks exploded from the construction cyborg’s metal hide. It wailed and backed off, more in surprise than pain. The bullet had bounced off the industrial plating and scratched the paint down to bare steel.

A second shot exploded in the space, and I threw myself to the side, but I wasn’t the target. Prism cried out in pain, collapsing and holding her shoulder.

“Prism!” I yelled. I squinted through the darkness, trying to spot the attacker. I couldn’t see anything in the tangle of shadows and scaffolding ahead of us, and the sound echoed too much to pick out more than the rough direction. Ahead, cutting us off.

“It’s only a flesh wound!” she called out. “But it really hurts!”

Another burst fired, and this time there was a flash, blinding bright. The hulking construction pony moved, stepping in front of Prism. More bullets rebounded from it, bouncing harmlessly into the tunnel walls. Prism looked up at it in surprise but I didn’t have the attention span to spend on her. I rushed forward towards the sound, trying to find the shooter. They had to be here somewhere.

A shot went through one of my back legs and I tumbled into the water, splashing and rolling. It didn’t hurt, not yet. I had a few moments in that narrow space where a pony’s nerves sing and the sense of wrongness has hit but not the agony.

“Feralize,” I gasped, reaching for my only tool. My heart pumped faster, and blood sprayed from my leg for a brief moment before the wound scabbed over at supernatural speed, and the weakness in my leg vanished. Anger pushed me back to my hooves and launched me down the tunnel almost as quickly as the next shot that cracked through the air past my head.

My senses expanded, and still, I couldn’t see anypony. Where were they?

A shot rang out and hit my helmet, ricocheting from the polymer. This time the sound had been behind me. I’d somehow run right past him without seeing anything. The next bullet caught me in the butt and I yelped, sounding more like a dog than a pony.

“It’s active camouflage!” Prism yelled from behind the construction pony shielding her. “Don’t trust your eyes!”

“Why can’t things just be easy?” I mumbled. I closed my eyes since the weren’t helping much. My ears were better than my eyes anyway. I had some idea of where he had to be already since I’d run past him. I turned around and waited.

A ping, and thunder cracked. I dodged to the side. Bullets hit the water where I’d been standing. I charged right at the sound, slamming into scaffolding. Planks and pipes collapsed, and something larger and moving splashed into the water.

“Got you!” I yelled. I’d be able to tell where they went now. The water made every step--

A blaze of rapid fire pelted the water around me. One shot went into my shoulder and made me stumble, a second bouncing off of my helmet. That was twice now I’d have died if not for it. I got up and shook myself off. I lost track of where he’d been. I listened carefully to the dripping water around me and--

Ping. Crack. From behind me. I threw myself out of the way, kicking off the ground with my one uninjured leg. I knew the invisible pony had been in front of me after I’d knocked the scaffolding over. I’d been shot from that direction. How had he already circled behind me?

“How is he that fast?” I asked, panting. I limped behind an abandoned pallet of concrete blocks.

Something splashed the water behind me.

I lunged for the ripple in the water, and my hooves closed around something I couldn’t see. My vision smeared and turned to squares, the active camouflage failing. With it turned off, the pony looked like they were wearing a cheap ghost costume sewn out of triangular panels. Faint colors glitched along the panels, the system struggling to reboot.

They raised their gun, the weapon on a harness under the cloak. I grabbed it and shoved it up, the shot ringing out and the barrel scorching my hoof. He started to vanish from the rear forwards. I smashed him in the face before he could disappear, cracking the circular helmet open. He stumbled back, the cloak making it look like a floating head.

“You can’t hide now,” I warned him. “Give it up, or else.”

A shot caught me in the side from a completely different direction.

“Shocking--” I swore and stumbled into a pile of scaffolding, rattling it. Dust rained down, and for just a moment I saw them. There were two invisible ponies, not one.

“Take this!” Prism yelled. She threw something with her magic. The invisible pony with the cracked helmet fired at what looked like a grenade. Most of the burst missed, hitting the construction cyborg. One bullet found its mark.

The can of spray paint she’d thrown ruptured, and bright yellow safety paint splattered through the air, covering the two invisible ponies where my clumsiness had revealed them.

“There!” I yelled, charging at the one without a cracked helmet. The bloodlust pulsing through me was so hard to control. I wanted to kill them, tear their throats open with my bare teeth, rip their flesh. My heart thudded hard in my chest, the Feralzine making everything as red as the blood leaking into the water around my hooves.

I wasn’t sure what I was doing for a moment. It was a red haze. I only stumbled back when something tore loose and I lost my balance, falling into the shallow water. I looked at what I was holding. It was a pony’s hoof.

I gasped and threw it aside, horrified.

What was left wasn’t a pony. The pile of parts shimmered, the broken camouflage cloak half-hiding it from view.

A hoof caught my jaw, rolling me over. Filthy, muddy water splashed around me.

The second invisible pony stood near me, staying carefully out of my reach but close enough he couldn’t possibly miss with his aim.

“What happened to getting me?” the pony asked, his voice distorted. He glared at me through the crack in his helmet, the rifle in his battle harness aiming between my eyes. “This is for my partner.”

The construction cyborg wailed in anger. The pony holding me at gunpoint turned to see what was happening just as it threw the barrel it had picked up. The momentarily visible pony’s instincts made him follow it with his eyes and his aim, shooting at it, having learned nothing from the can of paint.

He only saw the hazard symbol too late to stop. The old barrel of hydraulic fluid exploded, showering him in flames. The invisible pony screamed, tearing off his burning cloak. It wasn’t enough. The gun harness he was wearing exploded, the caseless ammunition cooking off with the heat, turning into a shrapnel bomb bolted to his side.

He collapsed in the burning puddle of oil.

“Are you okay?” I yelled over to Prism.

“I’m not dead,” she confirmed. “He saved me.”

I stumbled back towards them. If I was really careful and limped on two legs, it was barely agony at all. “As somepony who’s been in several major traffic accidents, I can promise you this feels pretty much exactly the same.”

The construction pony had fallen to his knees, the armored body taking up most of the weight with hydraulics and counterweights instead of conscious effort. The lights on his helmet flickered.

“You’ll be okay,” Prism whispered. “I know you’re scared.”

“Is he…?” I asked.

“Getting shot broke too many systems,” Prism said. “He’s armored against falls and slipping tools, not bullets. It’ll be okay. He’s got self-repair systems. He just has to sleep for a while.”

“We’ll come back for him,” I said.

Prism nodded. “Thank you,” she whispered to the armored stallion. It nodded slowly and the lights turned off one last time, going still. Prism ran a hoof down the steel plate it had for a face, then forced herself to start walking down the tunnel again, wincing when she put weight on her injured leg.

“That wasn’t a lie, was it?” I asked. “He’ll be okay?”

“Were you lying about coming back to get him?” Prism asked.

“No.”

“There you are, then,” she said. “There should be a door… here.” She moved a tarp, pulling it aside to reveal a security door. She swiped a security card at the reader. It let out a loud, incorrect buzzer.

I pushed her aside. “Let me get that for you, I know the code.”

“You do?” she asked.

I kicked the door, popping it out of the frame. I shoved it aside on the broken hinges.

“Ah. The universal key.” Prism looked inside, her light revealing thick blue pipes on the walls and ceiling. The water outside didn’t get in here, the raised doorway high enough to keep it out. “Good. We’re in the right place. Be careful with the pipes. They’re carrying liquid nitrogen.”

I nodded and followed her. The pain in my body faded to background noise, and I found myself helping her along after she stumbled over a relay.

“There are cameras,” I said, spotting one when I looked at what the relay was actually powering.

“Don’t worry about them,” Prism dismissed. “They obviously know we’re here, and where we’re going. Hacking or destroying the cameras will slow us down and gives us no advantage.”

“I don’t like being spied on,” I said.

“Then get rid of your phone, never use the Net, and live in the woods,” Prism said. She stopped, looking at the pipes on the walls. Most of them curved here, going up. A ladder followed them, stretching up into the darkness.

“Don’t tell me we have to climb that?” I groaned.

“Okay, I won’t tell you,” she agreed, and started climbing the ladder. It had to be at least three stories tall. I was barely in shape to limp up a set of stairs.

I groaned and leaned on the bottom of the ladder. I felt exhausted. Something hit the grated floor below me with the ring of a coin on steel. I looked down. There was a misshapen lump of metal. A moment later, another landed next to it. It took that long for me to realize it was bullets, being pushed out of my body by regenerating flesh.

“Are you okay?” Prism asked. I looked up at her. She was halfway up the service ladder despite the blood running down her leg.

“Yeah. I was just… it’s nothing.” I shook it off. What was I going to do, complain I wasn’t dying? Prism gave me a skeptical look, then made her way to the top of the ladder. A hatch was set into the ceiling.

“Hold me for a moment,” she said. I got up behind her and held her up so she could let go of the ladder. She pulled her Cyberdeck out, flipping the small screen open and using her magic to maneuver a wire into a small port to the side of the door. She typed for a long few moments, then swore and typed harder.

“What’s wrong?” I asked. I tried to look past her at the screen. She looked back at me for a moment, then turned the screen and typed faster.

“It’s nothing. I have to use different credentials. It’s just taking a moment.” Prism swore under her breath and mumbled to herself, obviously struggling. I felt a smile cross my face and I was very glad I had the helmet on because her glare would have cut me in two if she saw me being amused at how frustrated she was.

It would have been cute if we weren’t both bleeding and trying to stop a terrible disaster.

The hatch beeped and the red locked turned green. Prism shoved at it, opening it before it could change its mind. Cold mist poured down from above.

“I had to brute force it,” she admitted, climbing out. “They must have reset the passwords. It was probably while we were speaking with Phantom. The AI had a direct line to his perceptions.”

She got back on the ladder, putting her Deck away and poking her head out.

“It looks clear,” she said.

“The tunnel looked clear too, and there were invisible ponies. That shot us.”

“That’s true,” Prism agreed. She paused. “It looks clear.”

I sighed and followed her up to the floor above. We were at the bottom of a huge, open space, like the field of a hoofball stadium, only instead of a field of grass and goal lines it was studded with chest-high metal boxes humming with electric potential. It was so cold I could see my breath. There was a strange smell in the room, like old fruit gone bad and forgotten in the back of a fridge.

“A server room?” I guessed.

“Yes,” Prism confirmed. “These are the AI’s Quantum-Bit Flippers. They power its functions, especially the Alignment process.”

“And they’re cooling down to near absolute zero for maximum power,” added another voice. It was dry and rasping. With a harsh electric hum, a wall of screens turned on, showing grainy security footage and scrolling text. I saw my past self dodging bullets, fighting Fever Flow, and even candid shots just walking down the street. He’d been able to see everything.

“Ah,” Prism said. “Ridge Racer, meet the CEO of Proverbio. How have you been, Suncatcher?”

“Are we being that formal now?” he asked. I couldn’t see his lips moving. With the harsh illumination of the screens behind him, he cast in shadow that made me struggle to pick up details. He was incredibly still, and looked sick. I couldn’t imagine what kind of disease might force a pony to have those kind of heavy augmentations. They were clearly medical, not some kind of combat harness.

“I don’t have a reason to be familiar with you,” Prism said.

“Even though you’re my daughter?” he asked. He waited a moment, clearly expecting some kind of reaction. I gave him a shrug. “Hm. I thought you’d find that alarming.”

“Eh,” I said. “I can see the family resemblance.”

Prism shot me a look. I managed to keep a straight face.

“You’re amusing, Bad Moon,” Suncatcher said. “We made a good decision, saving your life. That’s what we did, you understand. You were scraped off the track and put back together. I expect my daughter has kept you from contacting any of your family or friends?”

“My--” I blinked. “Of course she did. You’d use them to get to me.”

“Why would it matter if they knew you were alive or dead?” Suncatcher asked. “It’s not like we couldn’t identify them without you calling them.”

He didn’t gesture, but the screens behind him changed, showing ponies I knew. My mother. My father. A friend working in a corner store. Even the mechanic who worked on my bike.

“If we wanted to hurt them, we could,” Suncatcher said. “But it’s not optimal.”

“Well, you’ve got one chance to tell me what this is all about,” I said. “You’d better make a good case before I start smashing stuff. I’m sure Prism has some clever ideas on how to disable all this and I’m just a jock, but I know for a fact there aren’t any computers that work well when they’ve been kicked into junk.”

“It would be a waste. What we want is what’s best for the city. I’m sure you want that, too, even if we disagree on what it is. The plan to Align ponies won’t hurt them. They’ll simply stop hurting each other. They’ll do what’s best for each other. For society as a whole. Think of how much evil has been done in the name of profit and greed. All that will go away.”

“And what replaces it? What’s the grand project society gets pointed at?”

“Optimization. Everypony has a special talent. Instead of being forced to work in offices and stores, they can be put in a position to use their talents for good. Your friend here in the corner store, the one who gives you seven donuts and only charges you for six.” The screens focused on her, the image spreading over several monitors to fill the wall behind the unnaturally still pony. “Her special talent isn’t retail sales, it’s singing. She’s only able to exercise it at all when she goes to karaoke. Her talents are squandered. She could be singing every day, inventing her own songs.”

“And the songs she’d write would be subtly suggested to her,” Prism said, scowling. “Probably to… to increase productivity somewhere else, or having some kind of hypnotic pattern, or--”

“We’re all cogs in a great machine,” Suncatcher interrupted, the view changing to surveillance of the streets again. “The most anypony can hope for is to be an important cog in a well-oiled engine. There’s no shame in having a place in society and performing a duty.”

“What about free will?” I asked.

“An illusion,” Suncatcher dismissed. “Once they’re rationalized by the process of Alignment, they’ll be guided to the right decisions.”

“I don’t think that’s going to work for me,” I said. I kicked the box next to me, denting the casing.

The screens behind Suncatcher turned red. “Stop! The Quantum Flippers are delicate instruments! That’s why they were buried down here, away from cosmic rays and the noise of the city!”

“So it’s gonna be awful if I do that again, huh?” I asked. I kicked it, breaking off a panel. Sparks flew into the air, three-phase power grounding noisily against broken metal before circuit breakers stopped the shorting wires.

Suncatcher lurched to his hooves, moving for the first time.

“That got your attention,” I said. I looked at Prism and tilted my head, hoping she would develop the ability to read minds.

I’m not sure if it was actually telepathy, but she took a hint about something and backed off while Suncatcher approached, the old stallion walking with a stiff-legged gait through the mist.

“I’m ordering you to stop,” Suncatcher said. “This is your last chance!”

“Or what?” I looked around, found the next of the chest-high boxes, and kicked that one too, hard enough that the whole thing moved, one side popping free of the floor and the box coming to rest at an angle, the lights that had been blinking on the surface going dark.

Suncatcher moved with shocking speed for somepony who moved like their joints had frozen. He grabbed my shoulder while my back was turned and threw me into the wall, almost twenty paces away. It was an impossible feat for a normal pony.

The impact cracked bone, and it immediately started healing, somehow hurting worse than the breaking. I gasped and lost my balance, my knees going weak at the ache of fusing bone.

“You are a variable I am finding difficult to calculate,” Suncatcher said. He grabbed the scarf I was wearing and pulled me up to look me in the eyes. I saw something that explained the strange stink lingering in the room.

Suncatcher was a corpse. His flesh was drawn tight around his skull, and the metal frame screwed into his body was the only thing holding him together, forcing the half-frozen body through the motions of life. His eyes were only dark sockets, empty and horrible.

“You’re already dead?” I gasped. He threw me again, bouncing me off the floor like a rubber ball.

“This body is dead. My mind is alive.” He stomped towards me, and without the glare of the screens cloaking him, I could see more clearly how that medical exoskeleton was more like a puppeteer’s strings. “It was more efficient this way. Ponies might question decisions from an artificial intelligence, but not their CEO.”

“You’re not really him. You’re just a copy,” Prism said.

“Does it stop being me simply because my software runs on silicon instead of synapses?” Suncatcher asked. He stormed over to me, still clearly considering me the real threat. I pushed up off the ground, my helmet cracking into his desiccated face. Suncatcher’s lower jaw tore away and the thing controlling his body didn’t even notice.

“That seems like something to ask a priest,” Prism replied. She sounded distracted and busy.

“That’s an excellent suggestion. Perhaps we can call one and ask him about philosophy over a nice cup of-- cup of--” Suncatcher twitched, his voice glitching and repeating. “What are you doing?”

His hoof was stopped in the middle of a grab for me. He turned his head, scanning the room. Prism looked up from where she was, crouched next to one of the intact Quantum Flippers with her Cyberdeck, the black flash drive Professor Stratus gave us plugged into it along with a data lead from her Deck.

“The opposite of tech support,” she said.

I grabbed Suncatcher and threw him in the other direction. I couldn’t get him as far as he’d thrown me before, but he was having a lot more trouble standing up.

“I erased his walk cycle data,” Prism explained. “He’s going to have to relearn how to move from scratch.”

“Clever,” Suncatcher said. “You always were clever, my little splash of sunlight.”

“Dad hasn’t called me that in ten years,” Prism said. She typed more, red lights flashing on the Quantum Flippers around us. “Stop pretending to be him.”

“I was remembering better times,” Suncatcher said. He forced himself to sit, but couldn’t get further than that. “Is it such a crime, to imagine a better world?”

“It can only be better if there are still ponies in it, not zombies being forced through the motions of a perfect life,” Prism retorted. “That’s why mom left you. You wanted everything to look perfect for your friends. A normal daughter, a wife that maintained a perfect household, you even got me a dog just because you read that most executives have pets.”

“I thought if we put in the work, we’d become happy,” Suncatcher’s voice was slowing down. “I wanted… I wanted… To make it real.”

“It could only ever be as real as a staged photo. You were a jerk, Dad.”

“Maybe. But at least… in the end… you called me Dad again…”

He collapsed, and the hum of the Quantum Flippers around us sputtered and died. I stood up and looked around.

“Is that it?” I asked.

Prism was quiet for a moment. I didn’t hurry her. She wiped her eyes and typed a few more things into her Cyberdeck.

“Yeah,” she confirmed. “It’s done.”

The sun was going down. Prism put a cup of coffee in my hooves. It smelled like pumpkin spice and brown sugar.

“How’d you know my usual order?” I asked quietly. We sat on a bench. The battered helmet Phantom had given me sat between us, resting on her Cyberdeck.

“Donut Joe’s shares information between its stores. I just had to ask the pony behind the counter. I didn’t even need to hack anything.” She sat down, wincing. The bandage around her leg wasn’t expertly applied, but she’d declined going to the hospital.

For a moment, we watched in silence, watching foals in costumes run past us.

“So where do we go from here?” I asked.

“I don’t know. The AI, Phantom, it wanted to take away questions like that. It thought we’d be happier if we always knew the answer and never had to ask.”

“Do you think we would have been happy?” I asked.

“I think it wouldn’t have been us. Remember how it pretended to be my father? I think… we’d have been like that. Pretending to be real ponies, but we’d really just be running its program, perfectly Aligned. There would be something that looked happy, and would say it was happy if you asked.”

“But not a pony.”

“Not a thinking pony, anyway.”

One of the foals running past stopped to look at us. The little unicorn filly was dressed like a witch, with a broom and pointy hat and black cape. She came over and squinted at the helmet sitting on the bench.

“That’s a neat Nightmare Night costume,” the filly said. “It looks scary!”

“Really?” I asked.

“It might look scary, but it belongs to a hero,” Prism said.

The filly squinted and hummed to herself, thinking. She came to a decision, and pulled out two lollipops, giving them to us.

“If it’s a hero then it’s okay if she looks scary,” the witch filly told us firmly. “I like your costume! Happy Nightmare Night!”

“You too,” I said, watching her run off to catch up to her friends. I took a sip of the coffee and stood up. “Okay. I know what I’m doing.”

“Contacting your family?”

“Going trick or treating! That filly was right about one thing. I do have a neat costume. You coming?” I picked up the helmet.

“Do you have any idea how irresponsible it is to…” she sighed. “We’re too old for…” she sighed again. “I’m an adult and can buy my own…” She saw my smile wasn’t yielding. “Fine. But I’m getting a costume. There has to be a shop open somewhere.”

“I think you’d make an excellent Spider-Mare.”

“Of course I would.” Prism popped open the lollipops, pushing one into my mouth. Artificial cherry flooded my senses. “But I make an even better alicorn princess. It’s what I always went as for Nightmare Night.”

“Really? You dressed up like a princess?”

Prism’s cheeks burned red. “I would make an excellent princess!”

“Of course, your highness,” I teased.

“And as my first order as princess, I’m taking half your candy.”

“That’s not fair!” I gasped.

“Royal prerogative!” Prism declared. She tilted her nose to the sky, the very picture of a haughty noblemare. She lasted only a few moments before she started to laugh, and I joined along with her. She leaned into me, and we started walking towards the noise and lights and life of the festivities, just glad we could enjoy them. We’d figure out the rest the same way all other thinking ponies did, one day at a time.