City of Brass

by Beegirl Scribbler

Rating: everyone
Tags: Original Character, Trixie, My Little Pony: Friendship is Magic, Romance, Flim and Flam, Princess Celestia, Main 6
Length: 17740

Flim and Flam find themselves trapped in a plot to revive Discord, as a recent disaster threatens to tear Equestria's protectors apart.

Story is canceled. I liked the idea, but I don't think it's going to work. If you want to see a good example of how NOT to write a musical story, read on!
A recent mission that ended in utter disaster threatens to tear Twilight and her friends apart, and it's happening at the worst possible time: A deranged reality-warping unicorn called "Bilious Brass" is launching an effort to revive Discord. If Equestria's greatest champions—and Trixie, whose bad luck has landed her right in the middle of the conflict—cannot overcome their doubts, the city of Canterlot will surely fall to Brass's insanity.

But even if they stand together, how can they hope to defeat Bilious when his full plan is known only to two cowardly con artists?

This story is set shortly before the events of Keep Calm and Flutter On. Thanks a massive lot to Silverguard for the spiffing cover!

Published 2012-12-11 08:10:01 UTC
Last updated 2012-12-30 20:30:46 UTC

Chapter Two: A New Outlook

It was the morning after Bilious's initial riling of the Second District denizens, and the rising sun found Twilight Sparkle, Applejack and Rainbow Dash waiting at the entrance to Princess Celestia's throne room. They'd set off for the throne room at first light, at Twilight's insistence.

It was a smaller entourage than Twilight had hoped for. Rainbow Dash had grudgingly agreed to come, and Applejack always got up at the crack of dawn anyway, but Rarity had refused on behalf of both herself and Fluttershy. Twilight understood—Rarity was not a morning pony, and she'd been through a good deal of stress lately. All the same, the absence of two of her friends bothered her. She knew it was pedantic, and she knew it wasn't a good idea to get up so early anyway (not that she'd spent the night sleeping, of course—she'd not slept in three days), but she couldn't bear the thought of being tardy for something this important.

Her friends understood, of course. They knew how important these tests were to her, and she'd never before received a test notice this sparse on detail. The notes had been getting more and more terse of late, admittedly.

Twilight Sparkle,

Come to Canterlot for a test in three days.

–Celestia

The letter's arrival had given Twilight a panic attack—she'd been swamped already by the troubles of Ponyville, and with this added source of stress, she'd been overwhelmed. Applejack and Spike had eventually calmed her down, but not before a massive mess had been made of the library. And seeing what had become of her well-organized sanctuary had triggered a second attack.

She and her friends had immediately embarked to Canterlot by balloon, and Spike had stayed behind to look after Ponyville (and begin the cleanup). She had spent every moment since studying, and, after consuming five boxes of dry tea leaves, had finally managed to almost calm down. She was still panicking, of course.

Twilight tapped her hooves against the marble floor, trembling. “Oh, I just don't know...maybe I should study more!” Her horn flashed, and a clock appeared for half a second before vanishing again. “Well, I've already been studying for sixty-seven-point-three-bar hours, I guess," she took a deep breath, "and I'd normally assume that just a few more minutes wouldn't have a noticeable impact...” She looked between her two friends, eyes wide. “She's my teacher, it's her job to challenge me! I suppose I could get some books from the library and study while I wait. It can't hurt, right?" She fidgeted with her mane. "Rainbow Dash, what do you—” She stopped. "What's wrong?"

Rainbow Dash was scowling at her. “You're panicking, Twilight. Again.”

“What?" Twilight tried to keep her laugh from sounding guilty. "I am not panicking. I am simply a little..." She scanned her inner thesaurus. "...concerned. That is not the same thing."

“Yeah? Concerned?"

"Of course." Twilight chuckled. It dried up into a croak as she looked up at the door. "The...the Princess won't be happy if I fail this test."

“That's rich!"

She frowned, looking back to her friends. "What are you saying?"

Rainbow Dash gave a very unamused laugh. "I'm saying that this is the third 'test' this month."

Twilight's jaw dropped.

"And the others haven't exactly been...uh..." Rainbow trailed off. The pegasus cocked her head. "Uh, what's with that look?"

Twilight's eyes had narrowed to slits. “What did you just say?” Tell me she didn't say what I think she just said.

“...'it's the third test'?”

“No, not that." Twilight leaned closer. "You put emphasis—apostrophes, to use the grammatical term—on 'test'.”

Rainbow Dash took a step back, averting eye contact. “Uh, no, I didn't."

“Yes. You did.”

“I've got no clue what you're talking about.” Rainbow Dash gave a nervous laugh. "Nope, no clue."

"Are you sure about that?" Twilight turned to Applejack. “Applejack? What did she say?”

Applejack shifted. "That's low, Twi, askin' me to rat out a friend.”

"So there's something to rat out?" Twilight leaned in, staring straight into Applejack's eyes.

Shrinking, Applejack looked between Rainbow Dash and Twilight. Rainbow Dash gave a pleading look. Twilight maintained her intrusive glare. "Uh...yes. Yep, she emphasized it.”

Rainbow Dash bowed her head. "I get it, AJ."

"Sorry, Rainbow. Gotta stay honest."

Twilight glared at Rainbow Dash. “So. You did use apostrophes.”

Rainbow Dash went a moment without any expression, then glared back. “So what if I did?”

Twilight blinked, taking a step away out of reflex. "Well, it indicates—"

“Oh, and by the way, normal ponies just say you said that funny. They don't use grammatical lingo.” Rainbow waved her hooves in the air, rolling her eyes. "But that's not the point!"

"Then where are you going with this?"

Rainbow Dash stomped a hoof. “Where I'm going is these 'tests' Celestia keeps springing are getting lamer and lamer! And I'm getting really tired of them!”

Twilight winced. “They're from—”

Rainbow continued, her voice getting louder. “And you keep acting like they're this huge deal, too! Every time you get a letter, you spend three days without sleep and we have to make sure you remember to eat!"

Twilight cringed. "I only forgot that once. You need to stop bringing it—"

“And you drag us over here, and freak out, and we've gotta act like we're worried even though we all know Celestia probably just has a termite infestation in the library!”

Twilight looked between her two friends, eyes wide. “That was a serious danger to the—”

“And you know what?" Rainbow Dash shook her head. "I don't care!"

"You...you don't?" As Dash's voice raised, Twilight's got quieter.

"None of us do! So just get over it, okay?” Rainbow grabbed Twilight by the shoulders and shook her. "It's just a stupid test!"

Twilight stared back at her friend, open-mouthed. Applejack coughed. She put a hoof on Rainbow Dash, gently pulling her away from the unicorn.

Twilight closed her mouth, not saying a word. She looked down at the floor. "I...you're just..."

Jealous? Lazy? Rainbow Dash had never really yelled at her or her friends. Not like this, anyway, not with real anger. Rainbow Dash was often abrasive, but she never fully lost control. She just had.

Was it exhaustion? Twilight was beginning to regret getting her somewhat lazy friend up so early. But surely that couldn't be the sole reason.

“Alright, Rainbow,” she heard Applejack say. “You've said your piece.”

Twilight carefully kept eying the floor as Rainbow responded. “I've got tons more to say, A.J.!”

“Twi doesn't need t'hear it.”

Twilight took a deep breath.

“Yeah? I've got a crazy best friend back home who probably disagrees!”

She closed her eyes, letting out a rattling breath. Of course Rainbow would bring that up. Why wouldn't she? Her head bowed lower. It's my fault Pinkie's talking to rocks and turnips. Not Celestia's. Rainbow should know that.

“Hey, way too far!” she heard Applejack say. “Watch it, R.D.” Twilight heard the sound of cracking stone. “You know how she feels 'bout that.”

Twilight opened her eyes. Applejack was glaring at Rainbow, looking almost enraged. Twilight noticed a large split in the rock floor beneath Applejack's front hoof.

Rainbow Dash looked between the crack and Applejack. After a moment, she turned to Twilight. “I'm...uh, sorry, Twilight." She sighed, avoiding Twilight's gaze. "It's not your fault. I get that you're freaking. I guess I'm just really sick of you going half a week without sleep for this kinda thing. Especially with everything that's..."

Twilight rubbed her eyes. “I'm fine, Rainbow Dash. It's...well, that's what coffee's for. And three days isn't half a week, anyway."

Rainbow shrugged. “Well, I just wish you'd tell the Princess 'no' for once.”

“I...what?" Twilight's hoof fell back to the floor, and she took a step back. "Th-that would be treason!" She looked around, half-expecting guards to come rushing around the corner with a warrant for Rainbow's arrest. And perhaps Twilight's, as well. "She—she could have me locked up for the rest of my life!”

Rainbow put a hoof over her forehead, groaning. “But she wouldn't. Because you're her student."

"She can't make exceptions for anypony! This is the Princess of Equestria we're talking about!"

"Yeah? Well, I'm having trouble worrying about how the Princess of Equestria will feel when—“ Rainbow Dash looked up, over Twilight's shoulder. “Okay, A.J., help me out here.”

Twilight turned to Applejack, her mind trying to make sense of this sudden outburst. When had Rainbow Dash started hating the Princess? Have I just not been paying attention?

Applejack took a step away, her voice turning unsteady. “Hey, now, Twi, I'm on your side here, I think Rainbow needs to—”

Rainbow Dash snorted and shook her head. “So much for honesty! What were you saying last night, again?” She cleared her throat. “Twi needs to buck up," she said, doing an uncanny impression of Applejack, "an' realize that Princess o' hers ain't done us or her a speck o' good in a good long time. If she can't, we may's well just forget about any sorta reparation. An' if that's so—”

“Alright! Alright!” Applejack held up a hoof for silence, groaning. “I get it.”

“Applejack?” Twilight's voice was soft. She reached out a hoof, then lowered it, unsure of the gesture's intent. “What are you saying?”

“I'm sorry, Twi, I just ain't...” Applejack took in a deep breath. “...well, I'm behind y'a hundred percent an' all, an' so's Rainbow. We just...” She kicked the floor. “Well, Celestia's half the reason Rarity's livin' in Fluttershy's livin' room an' Pinkie's...well, y'know.” Rainbow nodded.

“I...but she doesn't know that." Twilight scratched her forehead. "She doesn't know what's—"

“She should.” Applejack adjusted her hat, frowning. She jabbed a hoof toward the door. “An' she's the reason we're havin' t'make the trip here."

"But—"

Applejack looked at Rainbow Dash. "No buts. We're here foolin' 'round while Pinkie's back home talking t'sacks o'flour—”

“Again,” Rainbow snapped.

“—an' I guess I just ain't sure Celestia's really...” Applejack tilted her head in an apologetic shrug. “...makin' the right calls here. I'm sorry, Twi.”

“And...” Twilight raised her voice, but only slightly. “...is that really how everypony feels?”

“Well, Rarity wouldn't say nothin' 'bout it.” Applejack rolled her eyes. “She's still tryin' to take full blame for the explosion. But otherwise...” She reached over, bumping Twilight's shoulder. She gave a chuckle that died halfway through. “...well, that's Rarity, right? Generous when it occurs to her.”

Twilight moved her mouth silently, inwardly going over a rebuttal. She was still trying to form a response when the door swung open.

“Enter!” Celestia called.

Twilight hesitated.

Part of her felt like she should stay. As if staying would reveal some perspective she had missed. A way to reconcile these words with what she felt in her heart. But what did she feel? Something about what Applejack was saying was ringing disturbingly true.

Still, Twilight had her duty. “You're wrong,” she muttered.

She turned from her friends and entered the throne room.

——

Twilight walked through the long hallway, eying the stained windows that characterized it. There was Spike's and Cadance's defeat of Sombra, and there was Twilight's and her friends' purification of Nightmare Moon.

There were many windows now. Once, most of them had been plain; now all but three depicted difficult deeds done by Twilight and her friends.

She'd needed help with each one. Help from Cadance and Shining Armor. Help from Spike.

Help from her treacherous friends.

She couldn't see them as traitors, surely. But neither could she agree with them. They were wrong. Celestia was the reason Equestria was the most peaceful kingdom in the world. And if Celestia thought Twilight needed to take a test...

Twilight scowled. A test she would take.

Of the three windows that didn't show events Twilight personally recalled, one showed Discord's foul reign over Equestria, one showed Celestia's and Luna's overthrowing of the draconequus, and one remained plain clear glass. At the end of the hall were two golden thrones. One was slightly larger than the other, and Princess Celestia sat upon it.

Twilight approached and knelt. “Good morning, Princess.”

“Rise, Twilight." Celestia smiled. "You needn't kneel before me.”

Twilight rose. “Yes, Princess." She coughed, trying to quell her lingering irritation. "You had a test for me?”

Celestia gave a little chuckle. "Well, sort of. This is a different kind of test."

Twilight gulped. After a moment's hesitation, she nodded. "I'm ready, Princess."

Celestia nodded back. Her horn glowed, and a paper bag levitated from behind her throne. Out of it rose a jar of pickles.

“Your test is a test of agility." The great Princess of the Sun raised an eyebrow. "Open it.”

Celestia set the jar down in front of Twilight. Twilight stared at it. Hoping there might be some sort of trick, she extended her telekinesis and lifted it into the air.

She'd opened jars before, of course. Surely Celestia knew this. Surely her mentor knew everything. Surely this was some sort of hidden lesson.

The lid popped off.

Some vinegar spilled over the rim as Twilight dropped the jar back onto the carpet.

"Well done."

Twilight looked up at Celestia. "That's all?"

The alicorn gave a shrug. “Well, yes." She frowned. "Is something wrong, Twilight?"

“That's all.” Twilight sat down. “You called me from Ponyville to open a jar of pickles.”

Celestia blinked. “Well, honestly...” She gestured to the one clear window. “I just wanted to use that window for something.”

"The window."

"Well, I thought a bit of humor might liven the hall up." Celestia smirked. “And I thought my most faithful student might appreciate a free vacation. I know I've been calling you for a lot of little tasks of late, and I...well, besides that, the jar really was a bit—”

Celestia trailed off again, seeing Twilight's glare. She coughed. “It...was a joke, Twilight.” Her tone was confused. A little playful, still.

"Was it.” Twilight's tone had no confusion, no play. It was almost a hiss.

Celestia levitated her crown and fidgeted with it. “Well...I thought you might enjoy being able to come here without all the stress of a real test." She cocked her head. "Are you feeling alright, Twilight?"

"Without.” Twilight took a shaking breath. “Stress."

Celestia put her crown back on. "Well, the...the trip from Ponyville to Canterlot is hardly a difficult one. I just thought it might be nice to see—”

Twilight stood, voice trembling with fury. “Are you serious?”

This was worse than the termites. Worse than the couch shredded by Prince Blueblood's cat.

This...was stupid.

“I—I came all the way here for this!” Twilight raised her voice, stomping the floor with all her might. “For a stupid joke!”

“It wasn't just—”

Twilight hesitated. Was she really going to do this?

Celestia had taught Twilight not to let anypony push her friends around. She'd taught her so much. Twilight had admired her so much. She'd thought the Princess was infallible. Refused to hear a word against her.

She'd done so much for Twilight.

Twilight's eyes narrowed. “Wasn't just what, Celestia? What were you thinking?”

She hadn't felt this angry since her warnings of Nightmare Moon had been ignored. How had it taken her this long to realize she was being used? The signs had all been there. Everypony else had noticed. How had she not?

She now stood right before her monarch. On a whim, she cast a spell, and the floor rose beneath her, bringing her to eye level with the Princess.

“I...” Celestia flinched. “I just thought it'd be nice to...to get a visit...” Her eyes were wide, and she was looking around the throne room as if seeking an escape. She's scared, Twilight realized. Actually scared. Of me!

The realization did not inspire more pity. Somehow, it only made Twilight angrier. I can't believe it took me this long. I've let her push me and my friends, my town around for years. Stupid. Stupid!

The doors behind her swung open, and Twilight heard the clanking of guards in armor. Apparently, her shouting had not gone unnoticed.

She raised an eyebrow.

“You know something?” she snapped. “You're nothing without me.”

Celestia leaned back in her throne as Twilight leaned forward. “Twilight—”

“Who takes down all these villains you keep allowing to break free? Me! Who keeps Equestria in order? Me!”

Celestia closed her eyes. She sounded angry, but her voice was shaky. “If it weren't for me, your parents would still be potted plants, and you'd have blown yourself to bits!”

Twilight took a deep, shuddering breath.

“That's it! I'm full! I hate to feed the trolls,

"But it's time for me to spark some flames.”

Her horn glowed bright magenta, and a shimmering shield of the same color appeared behind her. She heard spells screech as the guards' attempted levitations scratched off the barrier.

“I've had it wrong! Only in this song

"Do I see you think it's all a game!

“I was a foal to take down every foe—

She cast another spell, and heard the shield fly outwards. The guards let out shouts as the shield wrapped around them—

“I'm cutting these strings, friend—look out below!”

—and launched them out a window.

“So do you get it? Because while I guess I'm...hoping all goes well...”

She cast a third spell, catching the guards in their fall moments before they hit the ground and letting them land softly onto the grass below.

“You've wasted all my time!”

She trotted over to the window, levitating Celestia's throne alongside her. Celestia wasn't making any effort to resist. Twilight waved a hoof at the city beyond. “Equestria. The most peaceful nation in the world...with the very worst ruler! I could lead better in my sleep!”

Celestia stared at Twilight as if she was speaking gibberish.

The ground beneath Twilight rose again, and she loomed over her former employer. “What's wrong, Princess? Do you disagree?” She rolled her eyes, shrugging.

“No more! My life's not the jest for your strife. I'm bailing out before I'm enslaved

“You simply aren't that bright, you're a few cards light; I'll take my last one out and play the Knave.”

She jabbed Celestia in the chest.

“And here I thought you had all the answers—but you've been leaping around them like a demented dancer!”

She leaped off her pillar, stalking away towards the open door. Applejack and Rainbow Dash were watching, wide-eyed.

“And now I'm here, wasting perfect rhymes. It's clear to me...

She flicked her head, and Celestia's throne banged back into its place.

“You've wasted all my time!”

Twilight teleported onto the smaller throne, giving a dark chuckle. She turned to Celestia, whose eyes were shut tight.

“For direction, I've not a need.”

At that moment, seven unicorn guards rushed in. They readied spells, but Twilight only smirked.

“I'm no fool!

“And I'm nopony's tool!”

The guards fired their missiles, one after the other. Twilight parried each spell back at its caster, blasting all seven back out of the hall.

“It's time that I take the lead!”

She turned to Celestia, and hesitated—the princess looked deeply hurt. But she still hadn't taken action.

Scowling, Twilight leaped off the throne and began firing dark bursts of violet energy at the stained windows.

“Y'know, I did my best to play your Bard...”

Each work of art the spells hit shattered. The broken glass dissolved mid-fall, landing on the floor as nothing but plain white sand.

“But it's clear to us all that the Joker's your card!

She trotted over to the last window remaining: the window depicting Discord's control over Equestria.

“So I'll be the Knave, if it lets me climb

“Out of this hole...

Twilight leaped, horn flaring bright white.

“You've wasted all my time.”

She smashed through the window, and a burst of blinding light enveloped her. When the flash faded, she was gone.

——

Author's Note

And "I'm Looking Out For Me" is the next song. An absolute blast to write, though I definitely had some trouble with the meter. And if anybody's thinking Celestia's out of character in this—don't worry, there's a reason. As for Twilight...well, she's very tired, just had to argue with her friends, and something's happened in Ponyville that's partially Tia's fault. Does that excuse it? No, of course not. Does that explain it in a realistic manner? I sure hope so.

Chapter Three: Betrayals

On the third floor of what had once been the Second District's local library, Bilious Brass's eyes were shut tight in fervent concentration. Colorful sparks shot from his horn as if he sought to power up a broken machine.

Before Bilious lay a gray, blue-maned earth pony. Behind Bilious, two tall unicorns watched the proceedings and fidgeted with their hats.

Bilious started to mutter things. At first, Flim couldn't quite make them out, but he realized after a moment that they were numbers—measurements, actually. Bilious started speaking quicker, and louder, and the mathematics began to blend together as the speed increased. It was soon as if a thousand words were being said over each syllable.

There was a brilliant green flash as the spell completed. An iron-barred cell blinked into existence, sealing the paralyzed earth pony in.

Bilious Brass grinned. “Yes, that should do.” He rapped a hoof against the iron bars, nodding. “Yeah, that's good. Can't get out of there, can't you?”

“This is utterly unnecessary, you realize.”

Meddling Mingli was badly bruised, a bit cut up, and his left hind leg had been put in a cast. Adding insult to injury, his hat and jacket had both been confiscated. However, his expression was just one of annoyance. A merchant of his nature wouldn't have made it far without some skill in hiding his true thoughts. Flim was a similar sort of merchant, though, and he could tell Mingli was panicking.

Bilious Brass giggled. “Oh, sure, sure. I'll just let you out!” He gave his mane a toss. “Not!”

The library Bilious had chosen as a base of operations had once stood as a veritable fortress, but time had withered the brick walls away to the point that they only really remained as a formality. Any windows that had once been were long since forgotten, shattered by stones thrown by the less agreeable neighbors. The building was mostly deserted, and not just because Brass now occupied it. Second District residents had never had much enthusiasm for dusty old books.

All of this room's furnishings had been cleared to make room for Mingli's prison. In the corner opposite the cell was a ladder leading downstairs.

“What can I do to trouble your ponies?” Mingli asked, scowling. “Just let me go.”

Bilious Brass's hoof glowed pink, and a hat identical to Mingli's old one materialized. He turned it inside-out and placed it upon his head. “I don't feel like it.”

“That's not much of a reason.” Mingli gave one of his cuts a lick, wincing. He eyed the cast.

“Don't chew it, or I'll glue your lips together.”

Mingli sat down, still scowling.

“Good pony.” Bilious coughed onto his hoof and reached back, stroking his mane. “Anyway, it's a Bilious reason. That's good enough for most ponies.”

“That's not much of a term.”

Bilious stopped stroking his mane and glared. “It's a good enough term for most.”

Flim looked between the two ponies, then at the broken windows. “Ahem. Sir?” He tapped the floor. “Ah, sir. Sir.”

Bilious turned. The rumpled hat fell off, but he didn't seem to notice. “What?” he snapped.

Flim coughed. “We eagerly await our explanation, sir.” Flam gave a curt nod, moving to stand at his brother's side.

Flam had been silent since Bilious's introduction. It was odd. Flam was usually just as talkative as Flim. Flim half-wanted to make sure his brother was alright, but now was not the time.

Bilious was staring at Flim, looking completely blank.

Did he even hear me? “We, ah...” Flim cleared his throat. “We were hoping you could explain now.”

Bilious started. “Hm? Oh! Yes, of course.” He sighed. “Yes, yes, yes. “ He flicked his head toward the ladder. “Let's...just...ugh.”

Scowling, Bilious stomped his hoof. The trapdoor glowed orange, and it vanished, replaced by solid wooden floorboards. It reappeared right in front of him.

Bilious grinned. “Great! That's great! Come on, let's go have a talk. Let's just—okay, I'll...heh.” He gave his head a twitch.

The floor seemed to rip out of reality, twisting and bending to meet the blurry ceiling. Flim closed his eyes and struggled to remain upright. In his mind's eye, he saw stars. He saw dying gods and shattered planets, and dead flowers, and stairs that led back to the start.

His eyes suddenly jerked open. He hadn't meant to open them, but he never seemed to get a say in the matter. They were now in a much smaller room. Judging by the brick walls, it was a different section of the library—perhaps one Brass had just created.

Brass hopped over as a desk and recliner appeared out of thin air. He settled into the chair. It scooted independently up to the desk, and he leaned over. “What's the question, again?”

Flim looked at Flam. The mustachioed stallion shrugged and frowned, mouthing the words: 'speak quickly'. Flim rolled his eyes.

He cleared his throat, grinning back at his new 'master'. “Well, you see, there are some, ah, concerns.”

He reached up, taking his hat and holding it to his chest. He hoped the grin didn't look too nervous. “You mentioned in your...in your song that we're 'at the center of your plan'.”

Bilious frowned, glancing at the lizard-like creature on his back. Flim wasn't looking at the entity directly, but it seemed to nod.

Bilious looked back at Flim, nodding eagerly. “Correct! Yes, yes, you're a pivotal point. Pair of points. Without you, there's no operation, and the buzzer sounds, and everybody has to go home.” He nodded again, frowning. “And nobody wants that.”

Flim blinked. He looked at Flam again, but his brother's face was impassive. Bilious was muttering to himself now, not appearing to pay the slightest bit of attention to them. His eyes were closed. Colors were flashing beneath the lids. Not for the first time, Flim wondered if his new 'employer' could be killed.

It was at that moment that the lizard seemed to rap Bilious on the head. The hat reappeared, properly oriented.

Looking startled, Bilious looked at the lizard, then at Flim and Flam, then closed his eyes, nodding. “Anyway, yes. And you want it explained exactly what role you're going to play, how dangerous it's going to be, and whether that knife concealed in the top of your little hat would be able to kill me.” He beamed, leaning over closer as Flim froze. “Oh, no; no nonsense. Don't worry. It wouldn't have. All the same, don't try it.” He leaned back. “It might have hurt.”

Flim stared. How had Brass known about the knife? He hadn't...

“Anyway, in answer to your questions...” Bilious let out a groan as he stretched far to one side. There were several loud cracks. “It will be very dangerous, and your job is to create...oops.”

He looked at the little lizard, which shook its head. Bilious nodded. He looked back and pounded the table, and a pile of papers materialized in front of Flim and Flam. “...to create that.”

Flim examined the papers. They were, predictably, building schematics, and they weren't showing anything particularly new. They reminded him of the old Remarkable Gem-Makable Marketable Machine 2000—a coal-pressing device Flim and Flam had designed to create diamonds.

There were a few strange features, though. A pair of needles—no, syringes—were at the front. And there was no actual press—just a space for the 'coal' to be inserted.

Flim was wondering what the syringes were for when several loud cracks interrupted his train of thought. He looked up to see Bilious stretching backwards in an oddly catlike manner.

Flam, however, remained focused on the plans. He levitated the papers about, going over each sheet. “What is this?”

“That...” Bilious removed his hat and turned it inside-out, “...is none of your business. Just follow the instructions. All will be made clear to all.” He cocked his head, smirking. “And your internal organs will be, as well, if you don't make this. You've got a lot to gain and absolutely everything to lose. Pull it off and those coins the riffraff are getting will look like street pavement.”

Flim levitated the schematics, rolled them up, and placed them in a shirt pocket.

It wasn't that Flim didn't care about the fate of Canterlot. He did care. The city had been very kind to him and Flam. They'd spent a large portion of their foalhoods there, in fact, and he didn't want to bring it down into eternal chaos.

All the same, did he even have a choice? To say his mind was in a conflict would be a rather hilarious understatement.

A lot to gain, the confidence pony in him hissed.

Bilious started tapping his hoof against the desk.

Everything to lose, the coward in him whispered back.

Flam was eying him, waiting for an answer. Flim would have to provide it.

He means to start a war. He's a madpony. A very powerful madpony.

Flim took a deep breath. He glanced at the wooden floor, then looked up.

“Once we've made this machine, we receive our payment and get gone.”

Flim and Flam rarely spoke slowly. They liked to speak quick, to overwhelm their marks with pretty words before the listener could realize what was going on—to drown out the voice of reason. But not this time. For once, Flim felt like he was the one getting conned. It was an unwelcome feeling. “We want no part in what follows. Is that clear?”

Flim wasn't going to abandon his pride now. Through thick and thin, there was something he and Flam had always clung to: the ability to make whoever they addressed feel unsure. Perhaps that wasn't going to work here, but he still kept his pride. And as nervous as he could tell Flam was, he knew his brother would do the same. That was their way, after all.

Though his mind was racing with thoughts of fear and pride, Flim's eyes remained firmly fixed on his new employer. The golden unicorn was grinning.

“Alrighty. We've got a deal!” Bilious extended a hoof, and Flim shook it. Finding Bilious's hoof was slick with sweat, Flim resisted the urge to immediately wipe his own hoof on his shirt.

Bilious directed his hoof towards Flam. Flam looked very unenthusiastic, but he accepted the hoofshake. Flim knew Flam wouldn't show up his partner. Never in front of a potential 'customer', and never when doing so would result in certain death.

“Good!” Bilious clapped his hooves together, and the desk and table vanished. He executed a flip, landing on all fours. “I'll see you to your laboratory, and get you whatever you need.” He let out a booming laugh. Flim was starting to feel sick again. “Work quickly, my little ponies! I've been waiting a thousand years, but I'm not nearly as patient as I seem. Pacing's all wrong to slow down now.”

——

Twilight's hooves clacked on cold cobblestone as she made her way through the darkening city. Her journey possessed no real direction, but forward would do. For now.

It had been twelve hours since her rant against Celestia. After delivering it, she'd cast a teleport to the first place to occur to her. The place had been unfortunately linked to a very old and outdated memory. She'd spent most of those hours getting out of a pig sty, explaining how she got into said pig sty, and finding a place to clean up at afterward.

Her anger towards the Princess had somewhat abated by the time all this was accomplished. Dodging overly-affectionate pigs and overly-territorial truffle merchants had a way of putting one's priorities in order, and anger was a waste of time and emotion.

Not that she regretted what she'd said. She didn't need to be angry to understand that she was better off this way. Celestia had shown Twilight amazing and terrifying things, from the dangers of corruption magic to the strangeness of the changelings to the powers of friendship. Without Celestia, Twilight would still be nothing but a magical time bomb—if not a pile of ash. Twilight understood that. She understood that Celestia had been a good mentor.

But she now also understood that Celestia had been a dreadful, thoughtless employer. Twilight had learned all she could. Clearly, her final lesson was when to move on.

Perhaps some part of her felt troubled. Troubled at how hurt Celestia had been by Twilight's words, and at how scared a god had been of her. Gods weren't supposed to be scared of anypony. Not anypony mortal. Certainly, mortals could bring down gods—all a 'god' was, in truth, was a being that never died naturally. But for an alicorn as powerful as Princess Celestia to fear something as short-lived as Twilight?

Twilight stopped walking.

But was she mortal?

She tilted her head. She was the wielder of the Element of Magic—the first wielder since Celestia herself. Celestia had told Twilight that the Elements of Harmony were enigmas, even to alicorns.

Maybe using them could have consequences Twilight hadn't foreseen. Maybe Celestia was now thinking the same thing.

Maybe Twilight was immortal. Her mind raced, running over the possibilities. She could be becoming an alicorn. All her friends could be. Slowly evolving to a greater state of being. They could...they could be...

Her trail of thought halted.

Because as she'd gone over every pattern that could have indicated immortality, she'd slowly noticed one pattern with a rather disturbing abnormality. An abnormality that essentially derailed the entire theory.

It had been nearly four days since she'd last slept.

Twilight rubbed her eyes, giggling. There I go again.

The Elements of Harmony were powerful, but to assume that their usage made her a god was...well, it was something close to blasphemy. Not that ponies really had use for terms like 'blasphemy'—they didn't actually worship their gods, after all. All the same, it was very presumptuous.

She stopped giggling and continued walking. It didn't matter why Celestia would be scared. Twilight was better off now, and that was all that mattered. She was better off as her own master.

As she gave a decisive nod, though, she realized she had no idea where she was going.

After teleporting out of the castle, she'd half-expected to find herself surrounded by hostile guards. Shouting down the Princess and tossing armed soldiers through windows? Defiance was rarely attempted in the idyllic land of Equestria, but when it came, it was generally Discord's or Chrysalis's style—and it was never tolerated. Surely Twilight would be treated identically to those unfortunate souls.

And Twilight was ready. She was the most powerful unicorn in Canterlot, with the possible exception of her brother off in the Crystal Empire. If the guards wanted a fight, she knew she was ready to give them one.

However, while there was clearly some effort toward her arrest, nopony had yet come even close to catching her. The search seemed a bit muted. Twilight had conjured a black cloak, and that had kept her unnoticed so far. It was almost disappointing.

It wouldn't last, though. The guards knew Twilight. They'd know what to expect, and she wasn't at anywhere near her best. She badly needed sleep. And she badly needed to get indoors, because the sun was setting early. Canterlot didn't have a curfew, but she would still stick out like a bent tine come nightfall.

Twilight nodded to herself. There's a simple solution, of course. I'll just have to find... She looked around. ...an inn.

Her heart sank.

...even though I don't recognize this neighborhood at all.

Back when she'd lived in Canterlot, visits beyond her home had been kept exceedingly rare. Anypony outside her family was not worth her precious time. They wouldn't understand her, and they would distract her from her studies. And her move to the castle had just led her to convert her new home to a much-larger sanctuary. With a library. She'd gone under the sun even less.

As she'd grown up, trips outside had been more frequent. She'd gotten a view of each district, and become fairly familiar with the ponies near the castle. But the neighborhood she'd wandered into was still utterly unfamiliar.

She was still in the First District, at least. She'd have gone through a checkpoint otherwise. That was a bit of comfort.

She sighed. It still wasn't good. This area looked ominous. Shadowy.

Oh, don't be silly. She gave a nervous laugh, looking behind her. Everywhere's shadowy.

“It's night, Twilight!” She giggled again. “Good luck finding a place that isn't a little umbral!”

She didn't realize she'd just spoken out loud until a familiar voice jolted her out of her not-so-internal monologue.

“That's right. Really ain't the best time for wanderin', 'specially not this near the Second.”

Twilight swung her head back ahead, letting out a small “Eep!”. Her uncertain path had been blocked.

The surprise barricade was an earth pony mare about Twilight's age. The earth pony had an orange coat, and her blond mane was done up in a simple ponytail. Upon her head was a beaten brown stetson hat.

“Twi.” The mare's voice was flat, and a little hoarse. Her emerald eyes were red-rimmed.

Twilight's heart sank.

She looked the mare straight in the eye, and very carefully balanced fury and concern was sent back at her.

Twilight swallowed.

“...hi, A.J.”

——

Flam sat alone on the cold stone floor of a dank, smelly basement. Two candles slowly drifted in the air around his head, providing the basement's sole source of illumination. The basement was completely barren of distractions, as even ordinary furnishings had been cleared away—probably in response to the original owner's death. Or perhaps Bilious had done the clearing.

Upstairs, he heard bangs and shouts. Flim was working hard on their assignment. He'd asked Flam to lend a hoof, but Flam was busy. Flam had not told his brother what he was busy doing.

Bilious had agreed to give the brothers whatever they needed to create the machine. Something Flam had quickly realized was that Bilious Brass didn't actually know anything about machinery. Whatever Flam asked for was granted, without question.

The three items Flam had asked Bilious to obtain were all books. A Treatise on Rebellions of Early Equestria, Abnormal Magicks and Their Sources, and The World They Built: Starswirl the Bearded, and the Kingdom That Forgot Him. Bilious had seemingly seen nothing strange about these books being required. Either the unicorn was stupid, reckless or, obviously, both.

Determining the books he would need hadn't been easy. Flam didn't spend much time in libraries, after all. Fortunately, he'd remembered Abnormal Magicks and Their Sources from a particular con he and Flim had once pulled off. That book had given references to the other two. So he had read them, learning a great deal Bilious had doubtless wanted to keep hidden.

Really, Flam wasn't sure he had wanted to know all this. But now that he knew, the next step to take was clear. He closed the last book, letting out a sigh.

“Flim!” he called.

Flam heard his brother shouting indistinctly. From the sounds of things, Flim had accomplished a great milestone and was celebrating. Flam guessed he hadn't been heard.

“Flim!” he repeated, louder. “Get down here!” He stomped his hoof on the floor. “And be quick about it! I've found something quite fascinating about this wonderful employer of ours!”

——

In the common room of a quaint inn called The Salted Macaw, two little ponies sat alone in the corner. It was a nice establishment, though a bit basic—the lighting was muted by pink-tinted glass lamps, and the ceilings were low enough to bump one's head on.

Perhaps it was intended as a romantic venue. That theory was supported by the fact that each table had at its center a vase containing a red rose. If it was true, it made the situation all the more awkward for Twilight.

Even without the roses—Twilight had discreetly levitated their vase into the trash can upon entering—the situation was extremely awkward. Unsure how to respond to being lectured, she was just remaining quiet and letting Applejack rant.

Throughout the speech, Applejack had been running between anger and worry—and back again—faster than she'd ever run at any rodeo. She'd nearly throttled Twilight when recounting the interrogations she and Rainbow Dash had been forced to submit to. She'd nearly started crying when recounting breaking the news to Rarity and Fluttershy. And she'd nearly throttled Twilight again when the rant had turned toward an argument she'd had with the guard captain. All in all, it had been an exhausting ordeal for both of them, and Twilight could only breathe a sigh of relief that they'd finally caught up with the present.

Applejack's eyes were wide, as her rant had spiraled down to a quiet plea. “C'mon, Twi.” She reached forward and took Twilight's hoof. “Just come back. Explain what y'meant.”

Twilight closed her eyes.

Don't get angry. Don't get angry.

But she heard herself failing to heed her own warning as she responded. “Are you serious?”

Her raised voice was noted by the bartender, who looked over and glared.

“Keep your voice down, Twi,” Applejack muttered. “An' o' course I'm serious! Just head back an' explain why you said all that.”

“No. No!” Twilight scowled. “I already explained enough!”

She leaned against the table, crossing her forelegs. “You were there.”

“I think the Princess just didn't understand that y'all didn't have time for trips.” Applejack gestured to the side, in the direction of the castle. “If you'd just go back, an' explain what's goin' on...” She paused, looking at Twilight. Twilight looked up, meeting her friend's gaze.

The bartender trotted past them and over to the door. “You two see yerselves to your rooms soon, got it? Don't stay up late.”

Twilight heard him leave, but she didn't glance away. She was still looking at Applejack, because she'd just noticed how tired her friend looked.

About as tired as Twilight felt. She looked down at her front hooves. “If this was the first time, yes. I could do that.” She reached back for her glass and took a heavy drought of saltwater. “But it's not, A.J. She's been pushing me around ever since I started working for her.”

“I think y'all may be pushin' the blame the wrong way.”

Twilight rubbed her eyes. “I'm tired of this, alright?”

“Twi, don't go shuttin' me down when I'm tryin' to—“

“Applejack, I'm tired of...of...” Twilight rested her head on the table. “...I'm tired.” She closed her eyes. “I...just don't...it's...”

The next thing she knew, her eyes were wide open and she had cider in her mane. “I'm awake! I wasn't...wasn't...” She trailed off. Applejack looked down at her, and Twilight realized her head was still lying on the table.

She had a feeling she should get up. For now, though, it was easier just to lie there. Her head swam whenever she raised it too quickly, anyway.

Applejack took a sip of her cider—half of which had just been expended on Twilight's awakening. She jabbed the mug toward her unicorn friend. “Twi, you really need t'get some sleep.”

Twilight looked toward the window. The shades were drawn. She looked back at Applejack, raising an eyebrow. “I...I guess I'll get plenty of that in the prison cell.”

“Y'ain't goin' to jail, Twi.”

“I shouted down the Princess and launched her guards through a window.”

“We'll work it out.”

“Yeah?” Twilight rolled her eyes. “You and the twenty guards outside are going to help me work it out?”

She tried to keep her tone neutral. Amused, even. But she knew her tone was betraying her anger. Maybe it was better to be honest, anyway.

Twilight realized her eyes were closing. She rubbed them again and looked back up at Applejack, who looked confused. Applejack glanced at the window, then at Twilight. She laughed. “Huh? Y'are tired, Twi.”

Twilight raised an eyebrow. “Am I?”

“Well, y'just—“

Applejack frowned. Twilight saw her eyes scrolling back and forth, from the window to the unicorn, as if reading text. “—you ain't makin'—y'just ain't...makin'...”

The earth pony trailed off. She slowly looked to the window, then back at Twilight.

The mug fell to the table, bounced off, and cracked against the wooden floor. Cider spilled all over the boards. In her exhausted state, Twilight felt momentarily bothered by the mess.

But Applejack was speaking. It was important to be alert right now. Twilight knew she'd probably have to make a run for it soon.

“I been hornswoggled.”

“Oh, please.” Twilight straightened. “As if you didn't call them.”

“I didn't!” Applejack looked hurt. And not just hurt—scared.

Like Celestia had been.

“Y'...y'gotta believe me, Twi. They—they musta been followin' me.” Applejack's eyes widened. She looked toward the window, then back at Twilight. Then back and forth again. “I swear to...to Luna, an' by our friendship, I didn't have any idea! I was here t'help you!”

Twilight stared at her oldest friend.

She knew Applejack wasn't a good liar. Applejack was a terrible liar, especially to Twilight, who had a particular knack for catching the farmer's few falsehoods. Lying made Applejack uncomfortable, so she'd had very little practice with it.

But more important than that knowledge, Twilight knew Applejack wasn't a traitor. She knew it by all the years they'd known each other. She knew it by her heart.

Applejack was a friend. Whatever they disagreed on, if Applejack had sided against her, Twilight would have known by now.

Twilight rubbed her eyes again. “I don't know what I'm saying. Of course I believe you." She sighed. "I'm sorry, Applejack. I'm...I'm really sorry. I'm just tired.”

Applejack nodded, looking intensely relieved.

Twilight's horn glowed, and she focused herself on the task of picking up the broken mug and disposing of it. This simple diversion wasn't nearly enough to distract her from the question she was trying hard not to think about, though.

Had Applejack really thought Twilight would turn against her?

Have I been that hostile? Twilight wondered. Applejack's been my friend for years. What must she think of me, that she'd be so scared I'd accuse her of...

She dropped the mug pieces into the trash can as the realization hit her. She had accused Applejack. She'd meant to be more diplomatic, more subtle. She'd meant to use implications. But she'd outright accused her dearest confidante (save perhaps Spike) of treachery.

I really need sleep.

Twilight turned back to Applejack. She opened her mouth to speak, and realized the farmer was already talking.

“Okay. Okay. Good.” Applejack was nodding to herself, looking around the deserted inn. “So, how're we gonna getchya outta this pickle?”

“Beg pardon?”

Applejack reached behind her chair, and picked up her hat. She lowered it onto her head. “We gotta get y'outta here. Now, I think there might be a way in the cellar to reach the—what?”

Twilight had held up a hoof. She reached over, giving a sad smile. “Applejack.” She rested her hoof on Applejack's shoulder. “If I'd thought I would have trouble getting out, I never would've come in.”

Her horn glowed. “I can teleport, remember?”

Applejack's eyes widened. “But—wait! You can't—”

There was a brilliant flash.

——

As her vision slowly returned, and the ringing in her ears faded, it occurred to Twilight she might not be having a good day.

Somepony was speaking to her. With difficulty, she picked herself up off the floor.

“...'course they'd have anti-teleports, Twi.” Applejack stood over Twilight, rolling her eyes. “Shoulda asked me, I coulda guessed that much. Now, listen.” Her expression turned serious. “The cellar's right by the sewers. You can dig us a passage.”

“I...wha'...” Twilight shook her head, trying to clear it.

She felt Applejack take her hoof. She looked up—her friend was wearing a strange half-smirk. “We ready to git movin' yet?”

Twilight looked at the shaded windows. She looked at the trapdoor beside the bar.

And she nodded. “Right. Great. The...sewers.”

Applejack released her hoof and the two hurried to their escape route. The trapdoor didn't have any sort of lock, which was good, as Twilight wasn't sure she could handle any complex telekinesis right now.

She levitated the trapdoor open, letting Applejack jump down first. Applejack landed in the celler beneath—more of a dirt root cellar than anything—and rushed out of sight.

After a moment, she leaned back into view. “Y'comin'?”

And Twilight hesitated.

She knew she could try to teleport again. Her power might be able to defeat the wards if she went about it the right way. She was clever. She knew that.

Her mind raced as she looked at the shuttered windows. An enhanced catalytic destabilizer...coupled with an artificial redundancy circuit...I didn't receive any feedback prior, so it must be some sort of incarnum-distinguishing grid...deploying the glass, transmuting to sand, alchemizing a disorientation unit...

“I can punch through,” she whispered.

“What's that?”

Twilight glanced back down at Applejack. The workhorse was tapping her hoof, looking impatient. “Y'comin' or not, sugarcube?”

If I leave, she'll be trapped in here. She'll get in trouble for helping me. They'll know. She's a terrible liar. They'll know. It'll be all my fault.

Twilight gave a nervous grin. “Sure I am! Just...catching my breath!”

Applejack gave her another funny look.

Ignoring it, Twilight's horn glowed. She slowly drifted down to land beside the other mare. “So! Where do I start digging?”

Author's Note

Originally, this chapter was going to have a song about Flam's research and Twilight's talk with Applejack. It would have been based on Temporal Shenanigans, but I decided to cut it--there're already a ton of songs in the story, and this one wasn't at all necessary. So behold the first songless chapter of the series.

Chapter Four: Awakenings

In a smelly basement illuminated only by two stubby, flickering candles, Flim sipped from a cup of tea and listened intently as his brother read from the first of three books.

"Bilious Brass,” Flam said, eyes narrowed. “A unicorn specializing in reality warping magic, born in the year 5 B.B.”

“What's B.B.?” Flim asked.

Flam turned to his brother. His tone was highly exasperated. “Before Blizzard.”

Of course, he himself had had to check the footnotes to find that out. Most history books used B.E. ('Before Equestria') nowadays. But neither he nor Flim ever enjoyed being interrupted.

“Ah!” Flim nodded. “That little incident the pageants cover, then.”

“I suppose so, brother.” Flam turned back to the book and kept reading. “Dangerously demented, Bilious was a deadly menace to young Equestria—arguably responsible for the demise of Starswirl the Bearded, though only indirectly, accidentally, and to this day unknowingly.”

Flim sipped from his cup. “Starswirl the who?”

Flam pointedly ignored his brother this time. “Bilious Brass was a recurring foe of Clover the Clever, as his unending quest for chaos and blood constantly brought him into conflict with the other unicorn.”

He cleared his throat. Normally, long monologues were a piece of cake. But normally he wasn't so occupied with concealing his stress. “Though his magic was inarguably stronger than Clover's, he continued, "his lack of caution or foresight allowed her to repeatedly outmaneuver him. Every time this happened, he would deploy his magic to warp reality and escape.”

“So, a foolish magician with more power than he knew what to do with.” Flim set the teacup down, shrugging. “Nothing new, brother.”

“I'm not exactly sure of that, brother.” Flam frowned. “The book is regrettably sparse on the nature of reality warping magic. Did it occur to you he ought to be dead by now? For multiple reasons?”

“Well...perhaps.” Flim coughed. “All the same, magicians have their ways. We shouldn't exactly aspire to understand the minds of madponies.”

Flam rolled his eyes. “Well, allow me to continue.”

“Alright, alright.” Flim waved a hoof. “Go on and finish the story, I'll not interrupt you again.”

Flam turned the page, coming to a picture of Bilious Brass facing down a familiar white alicorn. “Upon Discord's rise to power, Bilious became much less prominent, though he continued to sow chaos where he was permitted. A short while after Discord's defeat, though, Bilious was at last tracked down by Princess Celestia.”

Flim chuckled. “And her alone. There certainly was not another alicorn present.”

Flam smirked. “Certainly not, dear brother.”

Perhaps they weren't siding with Bilious Brass, but any chance to mock Celestia's regime—one of the few dictatorships willing to put up with such impudence—was a chance always taken by Flim and Flam. Especially given what the Princess had quietly done to their business following their attempt to take over a particular town's cider market.

Flam went back to reading. “A mighty battle took place between the two magic-users. The earth shook, the clouds fell, and the sun and moon flew rampant like maddened birds as the very fabric of existence was torn to ribbons and resewed again and again.”

He scowled. “Really, now? Is the author trying to tell history or compose a poem? But wise Celestia quickly realized her magic was incompatible with Bilious's, rendering most of her prized defensive spells useless. And she was losing as a result.”

“He knocked her out,” Flim said, trimming his hooves with a file, “and Luna takes over.”

Flam gave a small smile. “So, trying a different tactic, Princess Celestia tricked Bilious, convincing him to prove his power by turning a brass lamp into something not even he could affect with magic. She then trapped him inside.”

He levitated the book up and slammed it shut. “The lamp was sealed in the Canterlot vaults, and remains there to this day.”

He looked up at his brother, raising an eyebrow.

He hadn't expected much of a reaction, and he didn't get one. Flim looked back at him, expressionless. “And?”

Flam set the book down, stacking it between the other two. And he hesitated. Just a moment, for once he said his piece, there would be no turning back. He eyed the books like a hostile hornet hive as he spoke. “The schematics are designed to emulate windigoes, brother-of-mine.”

Flim picked up his teacup as he turned away. “Beg pardon?”

Flam's horn sparked, and the three books caught alight. He wasn't facing them, though. His eyes were fixed firmly on the back of Flim's head. “Starswirl's memoir focuses almost entirely upon windigoes.”

Flim glanced back, despite being clearly eager to appear uninterested before his mustachioed twin.

Flam trotted over beside the stairs, picking his straw hat up off the floor. He'd set it there earlier, as wearing it around levitating candles had seemed an unsafe venture. “War spirits, dear brother.” He carefully dusted the hat off. “They channel anger into magical energy, and—”

“Oh, I know what they are.” Flim took both of the candles in his magic, snuffing them out. For a moment, they were in total darkness. Only the burning books gave any sort of illumination, and their fire was already completing its short reign of destruction.

“Who doesn't?” Flim went on. “I'm just curious as to—“

Flam placed the hat upon his head, careful not to let his sudden blindness cause him to place it crooked. A rakish angle would not do. “The schematics Bilious gave us are identical to the 'body' of a windigo.”

“Ah! So Bilious wishes to acquire power.” Flam heard Flim laugh. “You simply must cease reading these dusty old books of yours. I think you're wasting your time here. Come, now, let's go to work. I really would appreciate your help with this project, brother-of-mine!”

As Flam adjusted his black bow tie, he heard creaking from the side. Flim was headed up the stairs.

Flam's eyes narrowed. He leaped and scrabbled up onto the stairs from the side. He could vaguely make out his brother standing right below him, looking a bit startled. “No.” He stomped his hoof, eliciting another series of groans from the old wooden boards. “You don't understand, brother. Windigoes don't gain raw power, they channel it straight into another function: a blizzard.”

Flim's head tilted. His eyes darted from side to side. “So the aim is to create a blizzard.”

“The aim,” Flam snapped, “is to redirect the anger to somepony who can use it. Somepony who gains a substantial benefit from being surrounded by anger and mayhem.”

Flim chuckled, shaking his head. “Brother, who do you think would—oh, ah, hm, um.”

It was beyond the nature of the pair to really trail off or pause mid-speech. That Flim had just done so indicated very reliably that he'd just understood.

Flam closed his eyes, concentrating. He opened them, and his horn was shedding enough light to see by. Flim was looking back at the mess of smoldering paper.

“Indeed, brother.” Flam gave a curt nod. “'Um' is exactly the brand of terminology I'd use.”

Flim avoided eye contact. After a moment, Flam's expression softened. “Come, brother-of-mine. Pack what you need. We are beating a hasty retreat, before things get even worse.”

Flim eyed the stairs he stood upon. “But...” His voice was quiet. “...the...well, surely it's not so bad.”

Flam stared. Please don't be saying what I believe you're, in fact, saying.

“After all...” Flim gave a nervous laugh. “Surely, we can come to some...arrangement. After all—"

Flam grabbed his brother by the shoulders and shook him. “He's going to revive Discord, you crazed fool!” His voice was shrill. Manic, even. “You've got us into a rather hilariously unpleasant situation, and we're getting out of it while we still can!”

Flim frowned, looking up. “I've got us into it? Why must it always be somepony's fault?”

Flam glared, before releasing his brother and running up the stairs. “It hardly matters, brother.” He opened the door and glanced back. “We've got to get this information where it's needed. Then, we're going to get out of here.”

His horn glowed. “Come, help me teleport.”

“Where are we going?” Flim asked, as he followed Flam up the stairs.

“The Salted Macaw. We know the owner, remember?”

“Ah, yes. Nice fellow. Right, then.” Flim walked beside Flam.

Then, he seemed to hesitate.

Flam tried to keep his voice level. “What is it now, Flim?”

"Well, just...” Flim tilted his head, looking thoughtful. “Perhaps we should help out that Mingli fellow.”

Flam blinked. “What? Why?”

Flim kicked the floor, shrugging. “We can always use favors, brother. And it would be the, ah, 'right thing to do'.”

Flam sighed. “Fine, fine. Just a short detour, then.”

His horn flashed, as did Flim's. The two brothers vanished.

——

Down in the basement, the books smoldered.

The building was silent.

After a few seconds, the melting ink began to stream from the ashes. Like a parasite fleeing an unsafe host, it tidily exited the pile and spilled onto the floor.

The black ink turned gold.

——

In the library tower, Flam, Flim and Mingli stood before an occupied cell. The door was shut, and the silver lock partially melted.

Flam's horn glowed, and the cell lock quietly reformed. He examined it, then grinned. “Ah, that should do splendidly! How's the illusion look, Flim?”

Flim eyed the pony in the cell. It in every way resembled Meddling Mingli. He glanced at the real Mingli standing at his side. “Not bad, hm?”

Mingli shrugged. The shopkeeper had been fairly quiet as they'd explained the situation, and hadn't said much more than a word since. He clearly still didn't trust them.

And he shouldn't! Flim thought, inwardly chuckling. Though he wasn't exactly sure how ironic the thought was. He did feel a bit guiltier than he was accustomed to. Had he really meant to forge an alliance with Discord? Discord, who had—

“Flim!” Flam snapped.

Flim blinked. “Hm?”

“Will the illusion do?”

Flim was silent a moment, departing from his thoughts. Then, he nodded. “Yes, brother, it will do. For long enough, anyway.”

Flam nodded back. “That's what I thought. It wouldn't take much to deceive him, anyway—he's not the brightest, I'd say.”

Flim smirked. “Well, then.” He adjusted his hat, making sure it was properly straight. It had been knocked a bit crooked when Flam had shaken him, and a rakish angle would not do. “Let's ready the teleport, brother-of-mine!”

He began to concentrate on the spell. Just as it began, though, it was cut off by a calm voice.

“Why are you doing this, again?”

Flim scowled as the magic faded. He looked at Mingli, whose face remained blank.

“Well, Discord hasn't done any of us any favors.” He shrugged. “And if that buffoon Bilious means to raise him...”

“Then we'll be doing what can be done to stop that from happening,” Flam finished. He paused, tilting his head. “Without endangering ourselves, of course.”

“Of course,” Flim agreed. Some things never changed. Flim did feel awful—awful enough to seek out the Princesses to warn them, and that showed a pretty awful scenario—but this was as far as it went. War profiteering wasn't their business, and they'd not be privy to Discord's schemes, but wars period were not their business, either.

“Besides, Meddling Mingli's Measured Magics is a nice shop.” Flim grinned. “Be a shame to see it collapse into ruin.”

“Yes, nice place,” Flam agreed.

“Hm.” Mingli cocked his head. “I guess those are good reasons.”

“Alright, Flam.” Flim started to cast. “Get ready to teleport.” He looked at Flam, then at Mingli to be sure the earth pony was ready. Their dual-teleports used little energy, but those who didn't help cast tended to end up a bit blackened.

The shopkeeper was smiling. "I expect it's appreciated,” he said. His voice was slow and smug.

Flam's horn began to glow. “Hm?”

“I'm sure Mingli appreciates the effort.” Mingli's grin widened. “I'll be sure to let him know.”

Flam's horn dimmed.

He blinked.

On the other side of Mingli, Flim blinked. His horn's glow also died.

Wordlessly, Mingli spun and bucked Flim in the face. Flim was knocked away like a rag doll.

Mingli spun back. His second target was backing towards the wall as he kicked out—and the shopkeeper's legs seemed to stretch, covering the distance between them. Flam was slammed solidly in the chest and sent flying in the opposite direction.

The brothers smacked into their walls at the same time. They slowly slid to the floor, groaning, as Mingli's features reoriented into those of Bilious Brass.

“Stupid, stupid.” The unicorn giggled. Mingli's coat vanished, replaced by Bilious's garish golden fur. “Very, very stupid.”

Flim was content to lie there and hope he wouldn't get kicked again. It felt like an anvil had fallen on him. But Flam was trying to get up, and Bilious bounced over. “Need some help?” he asked.

“Where's...Meddle?” Flim found it hurt too much to talk, so he didn't say anything more. He was fairly certain his jaw was broken.

Bilious grinned, turning back. His horn flashed blue, and Flim found his jaw no longer hurt. The rest of him was still aching, though. “Oh, he's fine. I relocated him when I noticed Flam reading those books. Even a non-bright buffoon could work out what would happen if I gave him those books!”

He jabbed Flam in the side, and the unicorn yelped. “See? This is what happened.”

Flam took a deep breath, scowling. “You will...you'll not be able to pull this silly little stunt of yours off, you know.”

“Oh?” Bilious rolled his eyes, turning back to Flim. “But I've got the best in the world working at it!”

His eyes swirled many colors. “Are we clear, then? I can kill you whenever I want. I don't because I need your help.”

He was suddenly standing right over Flim, wearing a sympathetic smile. “But I don't need it that much. In fact, I think there might be a pretty alternative coming up soon." He jabbed Flim, eliciting a yelp identical to Flam's. "Stay on my good side.”

Flim and Flam lay in silence.

“Is that understood?” Bilious beamed at them.

There was no uncertainty in Flim's mind as he nodded. He saw Flam slowly do the same.

“Great!” Bilious giggled. His horn glowed, and the strange lizard creature on his back levitated up and landed in front of Flim. The lizard stared straight into his eyes.

It was then that Flim realized the lizard's eyes were yellow, with bright red pupils.

The lizard spoke, in a painfully familiar voice. "I do understand you don't like being cooped up. Like me, and like the idiot behind me, you're free spirits.” The lizard gave a disturbingly equine grin, showing hundreds of sharklike teeth. “So we're going to give you a break. We have a job for you.”

“For the record,” Bilious remarked, turning away, “you've both showed some nobility in your black little hearts. You get points for that.”

He vanished from sight, cackling. “But this isn't a game. Points don't mean a flying feather.”

——

Luna took a deep breath, clearing her throat.

It was true that the ability to brandish when necessary the official Royal Canterlot Voice was a great responsibility. She generally reserved it for only the most particular of occasions—sending fell forces fleeing from the field of battle, giving momentous speeches, the annual Nightmare Night celebration.

“...you...did...”

Or whenever she lost hold of her temper.

“WHAT?”

Three minutes ago, Luna had been awoken and informed of a great many ugly occurrences by a highly agitated Captain of the Royal Guard. She'd remained sitting in her bed throughout the explanations, and she sat thusly now. Her room was dark—she distrusted windows—and held absolutely nothing but her bed and a sparsely-populated bookshelf. And her, of course, and Captain Steady Rate II—a slight pegasus with an ashen coat and a dust-brown mane, wearing a blue cape and steel helmet both somewhat overlarge for him. He cringed as Luna advanced. “Please, Your Highness, it really wasn't my decision—"

Luna raised an eyebrow. “WAS IT CELESTIA'S?”

Steady Rate glanced back at the door as it glowed and slammed shut. “Um, no, because—”

Luna got up and hopped off the bed. “DID SHINING ARMOR RETURN, TO SHOW YOU HOW A CAPTAIN IS MEANT TO LEAD?”

Captain Rate winced. He took a step back. “Well, no, but Ms. Sparkle—”

“THEN WHOSE DECISION WAS IT, CAPTAIN STEADY RATE THE SECOND?”

Captain Rate flinched. “It...”

Luna purged all hints of emotion from her face, giving the captain a cold stare. He bowed his head. “...it's mine, Your Highness.”

Luna gained a substantial measure of satisfaction from forcing the confession, though she also felt some guilt over it. It was not that Rate was a bad captain, he was simply...not as good as Shining Armor. He served well as a second-in-command, certainly, and that was what he'd been under the old captain. But when Shining Armor had left for the Crystal Kingdom, a replacement had been required. Bureaucracy and accusations of nepotism had reared their hideous heads and Rate had ended up promoted.

It was hardly his fault. Luna had seen his dreams, and they were sorry ones. He knew he did not deserve the job, but Luna was far too angry to heed her conscience right now. She did not appreciate being woken up in the early noon hours. She relied upon her sixteen hours of sleep, whatever Celestia claimed, and ten scant hours would hardly suffice.

Ah, and discovering her sister's star pupil had turned traitor and been marked accordingly was unpleasant as well.

She reduced her volume, but her tone remained deadly. “You issued a warrant for Twilight Sparkle's arrest.”

Rate nodded. “She threatened the Princess, Your Highness. My duty was done, Your Highness.”

Luna's eyes narrowed, as Rate avoided her gaze. She considered for a moment forcing him to make eye contact, but the thought was swiftly stricken down. Such ideas were unpleasant reminders of the darker days. “Has she been caught?”

“No, Your Highness. The warrant is low-priority, Your Highness. I thought it would be right to wait for your input, Your Highness.”

“Hm.” Luna approached the door, passing Steady Rate. “Well, you were correct.” She turned back. “Where is my sister?”

Captain Rate was focused intently on the floor. “Well, that's...that's the thing.” He fell silent, looking at the dark blue tiles.

Luna did force him to look at her now, but as a matter of practicality. Captain Rate's face was always a book to read, and understanding him now was crucial. He was frightened, she saw. Frightened, concerned, and filled with guilt. Nothing surprising there. Slightly indignant, too—Luna knew he did not like to be levitated about like a rag doll.

There was little of interest, save a hint of disappointment that was a bit unusual. As Luna noted the expression, Rate wrested himself free of her control and looked back to the floor.

“I apologize, Captain.” Luna turned away. “I must be certain.” She took a deep breath. “My sister has gone missing, then?”

She heard nothing, but knew Rate was nodding.

“I see.”

Luna worked a bit of quick magic, opening the door and levitating Rate into the air. He floated past her, hanging limply from her spell. “Find Twilight Sparkle. Suspend the arrest warrant, but find her. Let nopony learn of my sister's disappearance.” She dropped Rate to the floor, outside her room. “I will lower the sun early today, to make the search easier. Daylight hours are to be cut from five-o'-clock-to-nineteen to eight-o'clock-to-sixteeen. Understood?”

Rate picked himself up off the floor and nodded.

Luna slammed the door shut.

——

Trixie lay on something hard and cold, eyes shut tight, heart full of fear. The unthinkable had happened.

The voices in her head had returned.

Not very smart...unarmed in the Second...

Not unarmed...knife? She must be...

This was very bad.

Trixie? That unicorn who...all that trouble?

Must be a native to the Second...jail?

She'd been free of the voices since her departure from that bizarre rock farm. Her ex-employers had assured her that the voices were magical spirits of the farm and nothing to do with her own psyche—and that they would therefore not follow her. It was extremely troubling that they'd returned now, all the way in...

Canterlot. She was in Canterlot, outside the Second District.

She'd escaped Bilious's clutches. Mingli hadn't.

She had to warn the Princesses.

Yeah, I reckon. Nice hiding...the knife.

...that arrow?...doesn't matter, I guess.

Anyways...some ponies to take her away.

The voices were not in her head.

“Uh-oh,” said a young mare. “I think she's waking up, Sticker.”

“Don't worry 'bout her.” This voice was deeper and gruffer. “She's no threat. All smoke an' mirrors, no real magic.”

Trixie opened her eyes. She was in the middle of the road, barely beyond the Second District checkpoint. The hole she'd made in the gate was still there. Her captors were two pegasi, wearing armor that marked them as Royal Guards. One of them was a young mare about Trixie's age, and the other an aged stallion with a bushy gray beard. The latter, most likely 'Sticker', had a spear leveled at her.

Trixie tried to speak, but found it hurt a little, ruining what was meant to be a perfectly phrased inquiry. “The—why's the—why'm I—ah?”

“Mm-hm.” The stallion raised an eyebrow. “You been here a while, I reckon. Musta arrived way back when we were changin' shifts. Never even noticed you was here.” He glanced around. “An' ponies ain't been comin' near this checkpoint today, so...yeah.”

“Trixie...I see.” A little surprised she hadn't bled to death, Trixie craned her neck up to look at the bolt in her side. Strangely, there was no blood around the injury. Indeed, there wasn't even a sign it was an injury. It was completely clean, as if she was a doll with nothing beneath the skin but white stuffing.

Trixie frowned. “What in...”

“Yeah, darndest thing.” Sticker poked the bolt with his spear. Trixie winced, but the contact hadn't hurt. “We was all set to call doctors, but you didn't need none. There's no injury. It's like that bolt's been there all your life.”

The pegasus mare scowled, circling around to stand on the other side of Trixie. “Yeah, what's up with that?” Her tone was demanding. While Sticker seemed to be making some miniscule effort to maintain a professional air, this mare clearly had no such interest. “Some sort of unicorn voodoo?”

Trixie stared at the bolt, slowly understanding. Bilious wants me alive. “Um...Trixie does not know.”

The two guards exchanged looks.

“Regardless...” She shifted, getting to her hooves. “It matters not. Trixie must be off!”

She looked around. The streets wereoddly empty. Perhaps Bilious's doing, or perhaps it was just because nopony wanted to go near the Second District. Regardless, she had to work out where to go from here. And she had to get away from the checkpoint. She cleared her throat. “Trixie must be—off.”

Sticker's spear had been jabbed right at her, nearly poking her in the forehead. “Yeah. You ain't goin' nowhere, yeah, Needle?”

“That's right, Sticker.”

“Mm-hm. Let's head to the jail, Trix. C'mon.” Sticker lowered the spear, tilting his head in the desired direction. “Don't wanna make a ruckus.”

Trixie looked at the two guards. She looked at the spear. “I—what?” I'm being arrested? What did I...

She looked at the gate, and winced as her brain registered the obvious. “Oh. Yes. Property damage.”

“Yeah. That little inconvenience.” The stallion poked her in the chest with the spear. “C'mon, we don't got all day.”

Trixie grimaced, leaning back. “Stop jabbing Trixie!”

“Then come with us,” Needle said. Trixie turned to face the other mare, whose eyes were narrowed to slits. “Unless you'd rather we knock you out—which would be nice, since it'd mean we'd have a good excuse to have somepony else deal with you.”

“Hey, Needle.” Sticker poked Needle in the side with his spear. “Remember, you had them classes.”

“We have a gate to guard.” Needle nudged the spear away, still glaring at Trixie. “But the vandal is going to jail, awake or not.” She moved to stand beside Sticker.

Trixie's eyes widened. She looked around again, but the area remained free of pedestrians—not that anypony would help her. She turned back to the guards. “But...”

She didn't want to start a fight. She was still frail, healing or no, and she would lose. But jail? She wouldn't go to jail! She couldn't! She needed to save Equestria! She needed to prove—

No. She would explain. She would explain what Bilious was up to, and save Equestria. She cleared her throat. “Buhbahbi...” She blinked. “...bemma?”

The nonsense words rang in her ears like a cannon blast. She went over them internally, searching her strained mind. Perhaps they were code, or she'd somehow misheard. Had she just said that? She'd meant to explain the situation! Maybe these ponies wouldn't believe her, but at least they might investigate. Tell the Princesses, stop the war. But all that had come out was... “Awckaboo! Bewegaga!”

Why am I gibbering? Why would I ever gibber? This was bad. This was very bad. “Bebebe—kookada! Wepipp—shoopbedo—” Trixie sighed, closing her eyes. “Oh, I give up.”

She blinked, as she heard the words—actual words. Her voice had returned! She returned the stares of the two bewildered pegasi. “I can speak! I can—” She cleared her throat again. “Babakootee!”

She scowled. “Oh, horse apples...”

The pegasi cocked their heads in opposite directions.

Trixie closed her eyes, rubbing her forehead. “Very well. Go ahead and arrest Trixie, because I haven't any idea...none at all.”

She opened her eyes and found the guards weren't looking at her anymore. They'd focused on somepony behind her.

A voice sounded. “I'll cover the expenses for the gate!”

The voice was pleasant, clear. A bit weak, as if the speaker was unsure of the offer. But to Trixie, it was the best sound in all of Equestria, and she opened her eyes and turned. A white pegasus with a long pink mane and ash-magenta eyes had rounded a nearby street corner.

For some reason, the mare was very familiar to Trixie. She tried to remember why and realized she hadn't the faintest inkling. More important than the familiarity, however, was the clinking pouch the pegasus had just tossed to the guards.

It laid at the hooves of the two confused-looking pegasi. After a moment, Needle opened it and peered inside. As she examined it, Sticker glared. “Whatever it is, it ain't enough!” He stomped his hoof, waving his spear at the newcomer. “This's a matter of the law now, an'—”

“You're free to go,” Needle said, staring in the bag.

“Eh?” Sticker turned to his partner, who showed him the contents with a shrug. He looked inside and his eyes bulged. “Oh! Alright, then! I guess that'll cut it.” He looked back up at Trixie, eyes narrowing again. “Just this once. Next time...”

He and Needle flew back up to the top of the checkpoint without another word.

Trixie watched them depart. Once they were safely out of earshot, she turned, looking at her benefactor with a grateful smile. “Thank you, so much. You may not believe this, but you have just—” She stopped. The pony looked a bit upset. “What's the matter?”

“Hm?” The newcomer looked away from the guards, back at Trixie. Her stunned expression quickly shifted to one of slight regret. “Oh, um, nothing. I'm just...a little disappointed, is all.”

Trixie scratched her head, looking between the pegasus and the checkpoint. “In what?”

The pegasus's eyes shifted. “Honestly, I hadn't expected bribery to work on Royal Guards.”

“Ah.” Trixie shrugged, patting her new friend on the shoulder. “Well, it was a trivial crime in the first place. I'd not worry overmuch.”

“I suppose.”

Trixie peered at her rescuer. Not only was this pegasus bizarrely familiar, she was acting very strangely. She was clearly new to Canterlot, but her accent was native. The contradiction agitated Trixie, who always liked to know what was going on.

Still, whoever this pony was, she'd saved Trixie from being arrested. She couldn't be so bad. And Trixie would need some help, she was sure. “My name is Trixie!” She offered a hoof, and tried to keep her voice free of suspicion.

The pegasus then did something else that gave Trixie pause. She took the hoof, not as a handshake, but from beneath, as if it was a gift to accept. It was a very...regal move. She quickly altered the motion, giving Trixie's hoof a brisk shake. “I'm Cel...erm, um, Tia. Tia...ra...Maker.” Tiara Maker coughed, averting eye contact. “The...tiara maker.”

“Oh.” Trixie blinked. That is, beyond a doubt, the worst false name I have heard since the incident with that Ponyville changeling. “Well, well met, Tiara Maker! Trixie—I am currently in dire need!”

Tiara Maker rubbed the top of her head. “With what?”

This pony is lying and being weird and may be insane. But she's all fate's provided Trixie with. “Gaabbaba.”

Trixie closed her eyes, trying to contain a hundred vile curses—two of which she was fairly certain would summon horrible abominations to the Physical Plane if actually uttered. She couldn't talk about it. For some reason, she couldn't talk about it. That was that, no more trying. She opened her eyes, and found, to her surprise, that Tiara didn't seem confused. The white pegasus seemed horrified.

Trixie raised an eyebrow. “What is wrong, Ms. Maker?”

Tiara Maker looked around, eyes narrowing. Without warning, she lunged, grabbed Trixie by the hoof, and leaped into the air.

She promptly fell right back down, landing on her belly. Trixie stumbled and fell as well. But just as quick, Tiara was back up. “Sorry. I'm sorry, I forgot I can't lift ponies with one hoof anymore.” She looked away from Trixie, releasing the hoof. “Not...that I ever could.”

Trixie stared. “What do you—”

“There's no time to waste! Follow me!” Tiara zoomed down the street and turned into an alleyway, out of sight.

After a moment's hesitation, Trixie took off after. Not for the first time, she was beginning to think her taste in friends was gravely flawed.

Author's Note

The song in this chapter would have been about Bilious quashing Flim's and Flam's attempt at rebellion, and would have been based on Are You In Or Out. I was looking forward to it, but it really wasn't necessary. Honestly, I think it turned out better this way.

Chapter One: Preparations

For the first time in many, many years, the streets of Canterlot's Second District have fallen into a deep silence. Not a peep can be heard. Neither a corrupt guard's bored whistle nor an unwary tourist's cries for help are to be encountered by a wandering writer's eager eardrums. A cricket, dying of being trodden upon by the hoof of a monk who has taken a vow of solitude and quiet, making a choking chirp to challenge this churlish chapter of Canterlot, can be heard loud and clear over the deafening din of the Second District's unprecedented hush.

The citizens of Canterlot certainly don't like to talk about the Second District. Those of Ponyville and similar frontier towns tend to enjoy chuckling over any tidbit of gossip that challenges Canterlot's unending assertions of superiority, but those who live nearby prefer to feign ignorance. Surely, these amused claims that the second of Canterlot's three districts is so unpleasant can only be madness, nonsense spewed from the mouths of uneducated rednecks.

Not even a silver wyrm as bright and shining as Canterlot can lack any sort of stolen horde to sleep upon, of course. This is understood. The Second District overcomes such understandings by being so reliably corrupt that one could set one's watch by it were it not for the fact that it is unpleasant every moment of every day and night.

Which brings us back to the point. The District is quiet. And this is remarkable.

——

Fancypants frowned at the five sheets of parchment before him. Each page was covered with identical near-illegible scribblings.

“Hm.”

Rarity beamed. “Is it not absolutely fabulous?”

They were in her room at Canterlot Castle. Fancypants understood that she and several of her friends were staying here, awaiting the passing of another test issued to Princess Celestia's star pupil.

Rarity had called him over a few hours ago, saying she'd taken his advice and begun to keep a journal. It was approaching evening now, but he'd obliged. It was good that she'd begun to look into alternate means of self-expression (not to mention employment), given the recent unfortunate incident back at Ponyville.

This hadn't been exactly what he'd expected.

Fancypants leafed through the papers. Most of the writings were full of the frivolities his esteemed acquaintance tended to focus on, and every subject had been shoved between the same painfully purple prose. But this last page—from the current night—disturbed him.

He glanced around. Rarity's room was split into two halves: one lavishly decorated and very neat, and containing a great deal of luggage. The other was slightly messy, but it contained very little. Only a small bed, in which now slept a yellow pegasus mare.

He turned back to Rarity, who was still grinning. He coughed. “Ah, Rarity, this is just a bit concerning.”

Her grin faded. “Why? What? Is something the matter with it?”

“Not exactly.” Magically adjusting his monocle, Fancypants turned and looked out the window. “The writing itself shows some potential, though I believe you find yourself too easily bogged down in metaphors and, ah, purple prose.”

“Oh, but I adore...um, right, of course, not the...” Fancypants heard Rarity tapping the floor. “...not the color. Silly of me.”

“Yes, I would suggest you stop using the violet ink as well. But that isn't my concern.” Fancypants looked back at Rarity. She appeared a little crushed—perhaps not used to her work being criticized. “Your work mentioned something that has me just a bit worried. Your words on the Second District.”

“Oh?”

“Yes.” Fancypants lowered his voice as Rarity's friend stirred in her sleep. “I may have to send a chap down there to investigate.”

Rarity blinked. “Have I uncovered something?”

“Hm. Not to worry!” Fancypants tried to look a bit brighter. “I'll not send anypony I value too highly.” He winked. “I'm quite certain it's nothing. But the Second District is very rarely as quiet as you write.”

He lowered the book onto Rarity's dresser and headed for the door. “I'll see to it that it's addressed. And you'll have a more comprehensive review in the morning!”

“Of course.”

——

Rarity watched the door close, feeling very uneasy. She wasn't sure why. The Second District was a villainous hive, but it had never before started more than a few riots. Surely its silence could only be a good thing.

She glanced out the window. It was a beautiful night. The stars shone humble against the endless blue expanse, and the moon was dark. Luna had the flu, or so the rumors had stated, and Celestia was unwilling to delve too deep in Luna's domain now that she'd returned. But the darkness only further accentuated the stars above, in Rarity's opinion.

She gave a faint smile. It was a beautiful night. A beautiful night to spend with—

“He's scared.”

Rarity let out an "Eep!" as she jumped and turned. Fluttershy was awake, eying the door. “What's that, darling?”

The pegasus sat up in her bed, wrapping a blanket around herself. “Um..." She looked away from Rarity's curious gaze. "One time, I was with Angel Bunny in the Everfree Forest.”

Rarity frowned. “Fluttershy, you really shouldn't go there at all. It's a most unpleasant area. Not fitting for one of your...um...”

She looked away, scratching her head. “Not that I mean to say...well, it's just...”

Fluttershy went on, ignoring Rarity's fumbling. “We went a bit too far picking berries, and Angel suddenly got really tense." She pulled the blanket tighter. "I...I think we were in a part of the Forest he hadn't been in before."

"You should never—"

"He tried to act brave, but I could tell he was scared. He hurried me out of there." After a moment's thought, Fluttershy shrugged. "We lost our berries.”

She lay on her belly. “He looked like Fancypants does now.”

Rarity looked back up into Fluttershy's calm blue eyes. “You...think Fancypants has been frightened by something.” She thought little of the theory, and her tone reflected that despite her best efforts. Fluttershy winced and curled up in the bed, looking at her pillow.

Rarity's eyes widened. Her heart sank. There I go again, driving her into her shell. I am the very worst of friends. “Oh, I'm sorry.”

"Um, it's fine."

"No..." Rarity took a step toward her best friend, then stopped. I'm too scared. I'm certain Rainbow Dash never has this trouble with Pinkie Pie. I am such a dreadful friend. “I...well, I hardly mean to contradict you, but...”

“No, it's fine.” Fluttershy lay back down, and closed her eyes. “I, um, must have been wrong. He just seemed scared.”

Rarity frowned. She levitated the papers she'd showed to Fancypants into a drawer, then got into her bed.

Nonsense, she thought. A bit of peace and quiet never hurt anypony.

——

Meddling Mingli's Measured Magics was generally a fairly safe shop. Relatively speaking. It was in the Second District, after all.

Certainly, there had been unfortunate incidents. The time Mingli had put the Alicorn Amulet in the hooves of a bitter unicorn showmare tended to stick in his mind, for instance.

Now closing up for the night, he shrugged. I knew that device was trouble the minute I got hold of it. Still, it did get me a fair penny.

Not that he was so easily bought for the truly dangerous items, of course. The Alicorn Amulet wasn't so...dangerous. It was just a bit feisty when...

He chuckled, adjusting his spectacles. Who am I fooling? The Alicorn Amulet's most definitely the nastiest item I've ever got in here. Thank goodness he's gone.

He turned the OPEN/CLOSED sign over in his teeth and set it back against the door. And he nearly jumped out of his hide.

A bedraggled blue unicorn mare stood right outside.

Well, well, well. He adjusted his spectacles, grinning. Think of the Nightmare, and it shall appear.

He unlocked the latch and opened the door. “Good evening, traveler. I fear we've just closed.”

Trixie scowled. Her pale mane was wet and ragged, and she was missing both cape and hat. “Good evening, Meddle.”

“Ah, I prefer Mingli.” The shopkeeper shrugged, rolling his eyes. “Anyway, to what do I owe this hilariously unwelcome visit?”

“The Humble and Sympathetic Trixie—”

“Beg pardon?”

Trixie's eyes narrowed further. “I am not here to make trouble.”

“Well, that works out tidily, as I am not planning on allowing you to do so!” Mingli started to close the door.

The silver-maned unicorn cast a hoof to the streets behind her. “She would wish to take a walk with you.”

“Really.” Mingli filled his voice with skepticism.

“Trixie does not intend subterfuge!”

“Then 'Trixie' must be going by the wrong name.” Mingli adjusted his spectacles. “As I recall, the real Trixie tried to steal my amulet, then purchased it and broke the door on her way out. Then she got me—sorry, the Shifty and Dubious Mingli—in quite a bit of trouble when she attacked the Princess's favorite pupil with merchandise provided by him (Mingli, that is to say).”

“I did not—” Trixie cleared her throat. “I have a business proposition that could stand to benefit us both. Substantially.”

“Interesting. Wait, my mistake, it's not interesting in the least bit.” Mingli straightened his cap. “Why would I trust you at all?”

Trixie levitated something out of her bag: a tiny, shiny ruby. She set it on a shelf next to the door. Mingli looked at it, and his eyes widened.

He looked back at Trixie with a friendly (and very false) grin. “Allow the Shifty and Dubious Mingli to accompany the Great and Powerful Trixie on a most enjoyable stroll through the Second District.”

——

“And you believe you can procure more of these fire rubies?”

“Trixie does not think. Trixie knows." Trixie and Mingli were taking a simple walk around the block. This part of the Second District wasn't usually too dangerous, but it was best not to take chances. Especially given how little they liked one another.

Trixie shook her head, continuing. "She will, however, require equipment from your store.”

“The more you speak in that ridiculous 'third equine' manner, the less enthusiastic I feel about this project.”

Trixie closed her eyes, struggling to contain her irritation. "It's a habit, nothing more. I have learned my lesson."

"You do not learn, Trixie. You pretend. I doubt you've the vaguest notion as to what humility actually is!" Meddling Mingli gave a faint giggle. "Humble and Sympathetic. Such garbage! The only sympathy you get is from fellow rats."

"As if you've ever shown any compassion for anything that couldn't exterminate you."

"At least I know how to smell the poison. You'll eat whatever's shown to you. No caution." Mingli grinned, adjusting his spectacles. He peered beyond to the dark street they traveled beside. "Too self-absorbed to realize there even is an exterminator. After all, who would ever want to be rid of the Great and Powerful..."

Scowling, Trixie increased her pace, moving ahead of Mingli a bit. The last thing she wanted was to hear criticism from his sort.

This project had all the makings of a disaster, she knew. Any project that depended on somepony as unreliable as Mingli bore that flaw. The shopkeeper feared her, and he tended to sabotage those he feared. And he was far too afraid of the law for her liking.

Not that this caper was strictly illegal, of course. Trixie had learned her lesson from the recent debacle in Ponyville. Nopony would get hurt. It was just a very dangerous mission that would require some dubious equipment to work.

And as long as she could avoid getting analyzed by Meddle, the caper could give her prospects a substantial boost. And any boost was something sorely needed right now.

Trixie rounded the street corner, still deep in thought, and realized she wasn't alone.

There were seven muggers present. Five earth ponies, two pegasi. They all were armed, though the weapons varied from crossbows to broken signposts. In addition, three of the earth ponies wore armor.

Trixie glanced behind her. Mingli was approaching, rummaging in one of his pockets with his snout. She tried to signal to him to stay put, but he didn't notice.

She turned back to the muggers. Their leader was approaching—a beige pegasus with a black eye. Unfortunately, Trixie recognized him, which was a sure sign she'd spent far too long in this district. "Good evening, Boiling Point."

"It's Boil to you, unicorn." Boil's eyes narrowed. "We met?"

"Trixie may have seen you around."

"Who are you—" Mingli came around the corner and froze. "Oh, dear."

Boil spat out a cube of salt. “Well, well, well.” His eyes narrowed. “Trixie Lulamoon.”

Mingli's eyes darted between Trixie and the gang. “Ah, we appear to have made friends.”

“Certainly not." Trixie kept her gaze firmly on Boil as Mingli moved to stand beside her. "Trixie does not consort with reactionaries."

“Oh, yeah?” The pegasus raised an eyebrow. “Word's about you picked a fight with our favorite Princess's..." He paused, spitting again. Several of the other muggers spat as well. "...with her favorite little 'proteege'. That sounds like a reaction to me."

Trixie scowled. She glanced at Mingli. "Boiling Point is eager to interpret any act which irritates the Princess as an act of rebellion."

"Ah..." Mingli adjusted his spectacles. "Perhaps it wouldn't hurt to humor the pegasus with the spear?"

He gave a nervous chuckle. "After all, he does have a spear.

Trixie raised an eyebrow. "And what is wrong, shopkeeper? Afraid of a skirmish?"

"Just like a unicorn," Boil growled, "lookin' to involve others in her fight."

"And you seek to fight Trixie seven against one!" Trixie scowled at the pegasus. "And you call her the coward?"

"Like you'd fight fair."

"Like you know the meaning of the word!"

"I oughta—"

A voice sounded from across the street. “Gentlecolts, please!"

Trixie and the rest turned to see a pair of yellow, scarlet-maned unicorns stepping out from the shade of a nearby alleyway. They each wore matching straw hats and striped blue-and-white shirts. One of them had a handlebar mustache; the other was clean-shaven. Both were grinning.

“Well, what have we here, Flam?” the clean-shaven pony asked.

“Flim, I believe their sort call this a 'mugging'.”

“Hm.” Flim sniffed, tilting his head. “Crude term, but I suppose it's serviceable."

“Yes, quite so.” Flam rolled his eyes. "One can hardly expect much of their sort, of course."

"Of course."

Boiling Point glared. “What d'you want, unicorns?”

“Oh, nothing at all. We're just taking a trot outdoors, enjoying the fresh air...” Flam chuckled. “Oh, and my brother and I thought you might want to know a patrol of guards is headed your way."

Everypony stood still.

“Might want to clear off if you've issues with them,” Flim added.

Boil looked at his compatriots. He started to speak, then fell silent. He looked back at Trixie, eyes narrowed. "Okay. You get a pass this once. It happens again—"

"Hoi! Boil!"

The eleven ponies looked up, and Trixie spotted a dark pegasus mare circling overhead. The pegasus winked at them and flew over to land on a nearby roof. “He's full of it!" She leaned over the edge, grinning. "There's no guards anywhere near us. Smooth sails, Boil!"

Flim adjusted his shirt collar. Flam did the same.

"Oddest thing," Flam muttered.

"Must have cleared off," Flim murmured.

"Nice night, isn't it?"

"Yes, very—ah." Flim fell silent as a spear point was jabbed right at his throat.

Boil grinned. “Oh, it's odd, alright." He raised the spear over his head. “That was a real bad move."

Flim and Flam gave identical nervous laughs. Boil's eyes narrowed. "Pray to your precious pony princess, unicorn." With an indistinct shout, he brought the spear down.

Trixie reflexively averted her gaze. But she didn't hear what she expected. Indeed, she didn't hear anything. She looked back up.

The spear point was inches away from Flim's head, but it was not going any closer. It was as if an invisible claw had grabbed hold, and no matter how hard Boil struggled, he couldn't complete the blow. "What in..." He looked around, eyes widening. "Who's doing this stupid—"

His eyes flashed gold. He vanished.

The disappearance happened without a sound. Besides the eyes' flashing, there had been no effects. Trixie knew magic. This hadn't been a teleportation—at least, not one she recognized.

Where Boil had stood now lay a common brass lamp. Everypony stared at it. A few seconds passed, in perfect silence.

Boil suddenly reappeared on the ground next to the lamp. He was now hugging his sides, shuddering uncontrollably.

"Hey!" the pegasus mare above shouted. "Boil! You okay?" Boil didn't say anything. He stared at the lamp, looking utterly terrified, and slowly edged away.

Trixie felt as if a skewer had gone straight through her stomach.

She fell to the ground, letting out a cry. She knew this feeling. She'd only felt this sick once before, when she'd first donned the Alicorn Amulet. It was the feeling of alien magic.

“Trixie?” Mingli asked. “What's—”

There was a flash.

It wasn't very bright. Trixie wasn't sure if it was just her, or if everypony had seen it. Perhaps it was just a symptom of the sickness.

But the nausea had faded. And when she looked up, the lamp had been replaced with a pony.

The pony's coat was a pale metallic gold, as were his eyes. He had a messy silver mane, though his face was oddly youthful. On his flank was the image of a plain brass lamp.

On his back sat a strange lizard-like creature. It had extremely large eyes, a wide grin, and six sinewy legs. Something about the creature made Trixie want to avert her gaze, and she did so. The pony was a good deal more interesting. He grinned, looking at those around him. “Ah! Excellent!"

He tapped the ground with a hoof. "You're all here."

Trixie looked around, hearing voices. Ponies were beginning to appear out of thin air. Many of them looked like they'd just been in bed, and they all looked extremely confused.

Bilious Brass raised an eyebrow. “Well, you all know who I am, so I don't see much point in dilly-dallying.”

Trixie started. Why do I know his name?

“I'm here to help you.” Bilious looked around and frowned. The cobblestone beneath him rose slightly, putting him above all those present. Trixie noticed a few pegasi falling to the ground, including the watchmare.

Bilious's grin widened to unhealthy proportions. “I'm here to make things as they're supposed to—hey!”

Behind him, one of the muggers was loading a crossbow. Trixie watched as the crossbow seemed to...break apart. All its pieces stayed together, but they looked like they'd been put back like a puzzle. The mugger blinked.

Then, the pieces separated and flew upwards, instantly warping back together to form a sphere around the mugger's head. There were only three tiny holes at the top for air.

Bilious giggled. “Anypony else want to try that?”

After a moment of silence, Flim and Flam stepped forward. “Who are you?” Flim asked.

Trixie cleared her throat, unwilling to be outdone. “Indeed. Your name explains nothing, so who do you think—”

She found she couldn't speak. His horn isn't glowing, she thought, mind racing. I've never seen these spells before! What is this? Who's the caster?

Bilious loomed over Trixie. He wasn't especially large (in fact, he was a bit smaller than average), but the pillar allowed him to tower above her. “Well, then. If my name has failed to make plain my purpose, I suppose I'll have to pick up the slack. Cue it, mares and gentlecolts.”

He hopped off the pillar, grinning, and started to sing.

“I know that your powers of retention

“Are as steady as the hearts of the dead...”

He walked around Trixie, forcing her to turn to keep an eye on him.

“But what I bring contains no pretension

“You can learn if you just use your head.”

He turned and jabbed Mingli in the chest.

“It's clear, since you're living as hoarders,

“You've got little stomach for rules...”

He leaned in and whispered in the shopkeeper's ear. Despite the distance, Trixie could hear his words clearly.

“But I can bring you all a new order.

Mingli leaped away, eyes narrowed. Bilious Brass shrugged.

“Listen closely, and don't be the fool!”

A blast of dark energy issued from Brass's horn, sending Mingli flying through a nearby window.

Brass began strutting through the crowd. Ponies were giving him quite a wide berth now.

“We'll set fire to this city of madness

“We'll set fire to the ponies within!”

He beamed at Boiling Point. The pegasus cringed away, falling over on his back. Brass turned and started bouncing down the street, smirking.

“My plan for this world

“Will soon be unfurled—”

Flim stepped forward. “And where will we stand?”

“At the center of my plan.”

Flim and Flam flew up into the air, and they began to spin wildly above Brass's head.

“And when I am lord

“There'll be such great rewards

“But first we're going to have to win.

“And when things get right down to the wire...”

Flim and Flam landed on either side of Brass as he leaped high over the other ponies' heads. Suddenly, all the buildings were ablaze. Over screams and shouts, he continued.

“Light the fi-i-i-ire!”

The flames died, and thousands of golden bits shot out from the tops of the houses and fell into the crowd. Excited shouts sounded as some of the ponies started scrambling for all they could reach—while others simply watched Brass in awe.

Trixie headed over to where Mingli had been thrown. She paused, glancing back. Boil was getting up and laughing. “Yeah! Be prepared! We'll be prepared, alright.”

Flim cocked his head. “For what?”

Brass turned to him, eyes swirling. “For the signal I'll bring!”

Boil blinked. “Oh, y'gonna light a fire?”

Brass's eyes narrowed to slits. “No, you idiot, a different sort of signal. The coming of your civil war.”

“Great idea!” Boil beamed. “We'll burn down that stupid unicorn castle!” He bounced up and down, giggling. Trixie turned away as he started to sing to himself. He must be concussed.

“You idiot!” Brass snapped. “You don't want to win the war!”

“Hey, but you said, uh—”

“The war is a diversion for a greater war! A war for justice! Stick with me, and you'll never have to set hoof in this ghetto again!”

“Alright!” Trixie heard Boil cheer. “Long live Bilious Brass!”

She crept into the house as the crowd echoed Boil's shout. A battered Mingli was already getting to his hooves. “We've got to get to my shop,” he hissed.

“Long live Bilious Brass!”

"Right." Trixie's horn glowed, and a small invisibility spell fell over the two of them. They ran back out as the ponies Brass had gathered began to sing. The ponies were banging their weapons against the ground, enforcing a harsh beat.

“It's great that we'll bring to the nation

“The fight that we've always longed for!”

Trixie and Mingli ran down the street. She heard Brass's voice from high above.

“Of course, any small deviation

“May make me act a bit sore.”

Trixie tripped, falling to the ground. She saw Mingli hurry ahead and open the door to his shop.

“Your futures are now a bit tender

“Subject to the whims of ol' Bill...”

Trixie got to her hooves. She felt something rush by her, and there was a yellow flash from inside the shop.

“The thing you must always remember—

“If I want to kill you, I WILL!”

Propelled by a glob of yellow energy, Mingli went flying from the door. Bilious trotted out of the shop and turned to Trixie.

She bolted to Mingli, levitated him with her magic, and ran. She wasn't too far from the entrance to the First District. If she could just get clear...

“So light a fire for the fools who deserve it!

“Light a fire for the weaklings who don't!

Trixie felt Mingli wriggle free of her telekinetic grip—already a bit weak, as telekinesis was hardly her forte—and heard him land behind her. She turned, eyes wide.

“Go!” he shouted, not looking her in the eye. He reached into his pocket, and procured a strange winged device in his teeth. He shouted something illegible.

“I—”

He flung the device from his mouth, and it flew into the air, streaking straight towards Brass. “Get word out!”

Trixie turned and ran.

“Unbeatable planning,

“A massacre spanning,

She heard an explosion, and she felt a crossbow bolt puncture her side. Finding it didn't hurt as much as she would have expected, she just kept running.

“Eternity elapsed

“Then the city collapsed!”

Trixie swerved to the side, dodging another bolt by luck. The gate was in sight...

“The king undisputed!

“These doomed cities looted

“He'll pick your whole world to the bone!”

Trixie's horn glowed. She felt another bolt graze her neck, but it didn't matter. Eyes glowing faintly, she focused her magic on the gate ahead.

“And of fooling you fools I'll not tire, so

“LIGHT THE FIRE!”

A hole appeared in the steel bars, and Trixie tumbled through. She crashed into the cobblestone street beyond.

And of fooling us fools he'll not tire, so

LIGHT THE FIRE!"

She blacked out.