Enter The Maretrix

by Chaotic Dreams

Rating: teen
Tags: Discord, Twilight Sparkle, Gore, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Doctor Whooves, Nightmare Moon, Adventure
Length: 9130

Can Twilight save Equestria from the Maretrix?

Unfortunately, nopony can be told what the Maretrix is.
You have to see it for yourself.

Published 2012-01-24 23:08:53 UTC
Last updated 2012-01-27 22:53:33 UTC

Chapter 1

Chapter 1:

“Just a few more adjustments…and…there!”

The whirring lights of the strange, small, cylindrical device were rewarded with the click of the lock opening. The device’s owner pocketed the odd contraption, which he called a ‘sonic screwdriver,’ in his saddlebags and proceeded to leaf through the numerous files the golden lock had previously hidden from him. There were several, all stamped with the official CLASSIFIED seal of the Royal Secret Police, Celestia’s personal brigade of justice in the shadows…or so she believed.

Doctor Whooves, as he called himself, knew otherwise.

Speaking of which…

“Halt! In the name of Celestia, you are under arrest!” shouted a burly voice as its owner, a golden armored officer of said Secret Police, kicked in through the doors of the Canterlot Royal Archives, charging in with a brigade of other Secret Police officers behind him. Most were unicorns, brandishing floating metal spears, all pointed at the Doctor.

"Right on time," said the light brown stallion, smiling to himself.

The Secret Police rushed towards Doctor Whooves, whose smile only elongated into a sinister grin. At the last moment, right as the lead unicorn was about to impale the Doctor on his spear, the Doctor’s hourglass cutie mark glowed and the earth pony launched himself into the air, achieving more lift than even a pegasus shot out of a cannon could hope for.

“That’s impossible,” the head Secret Police officer breathed in terrified awe as the brown earth pony shot skyward.

“You don’t know the half of it!” shouted Doctor Whooves down to him.

Smashing through the roof of the enormous library housing Equestria’s largest accumulation of knowledge, including that which the government sought to hide from the public, the Doctor arced over the street below and landed expertly on the building next door. Carrying forward with the momentum of his jump, the Doctor raced along the rooftop at a gallop. Looking over his shoulder, the Doctor allowed himself a laugh.

“That’ll sure be something to explain to the Princess.”

“Indeed it would be…if the Princess were really in charge,” said a voice in a complete monotone, causing Doctor Whooves to screech to a stop as he faced forward again abruptly to come face-to-face with a tall dark stallion in an even darker suit, wearing, what else, dark sunglasses…at night. No wonder the Doctor hadn’t noticed him immediately, he blended in seamlessly with the shadows… and he hadn’t been there to notice until just a split moment ago. Three other stallions, all identical to the first, stepped out of the shadows to join their leader. “But you and I know differently, don’t we, Doctor Whooves?”

The Doctor didn’t wait to respond. He turned, and did the thing he was best at—

The Doctor ran.

“You know what to do,” said the dark suited pony to his compatriots. “Exterminate.”

"How could they have found me so quickly?!" The Doctor thought desperately to himself. "No matter, the Exit’s nearby—wait a minute, the Exit’s in the direction I’m running away from!"

And it was. Just a block over, a small blue telephone box waited patiently for the Doctor’s return, which, if the Agents had their way, would never happen.

"Got to double-back and get to the Exit before they figure out where it is and destroy it!"

“Hello,” said a whoosh of air that revealed itself to be one of the dark suited ponies.

“Goodbye,” said another, speeding up behind Doctor Whooves and spinning around to deliver a swift buck to his prey. The Doctor knew from experience that should that buck hit him, the game was as good as over—he’d seen Agents kick through brick walls before.

The Doctor leapt into the air again, causing the Agent to kick his own compatriot and send him flying backwards through the air. Landing on the back of the Agent who had delivered the kick, Doctor Whooves delivered a swift blow to the back of the Agent’s head to send him flying into the first.

Two down, two to go.

The Doctor raced along the rooftop, looking for any sign of the dark suited stallions, who could literally jump out of any stray shadow. Any shadow…Come to think of it—

“Blast!” Doctor Whooves shouted as he whipped out his sonic screwdriver and shined its light into his own moon-cast shadow, causing the half-emerged Agent behind him to disappear as the shadow ceased to exist.

Only one left…Almost there…

“Doctor Whooves.”

The Doctor tried to skirt to the side and avoid the Agent as it rose steadily out of the shadowy rooftop in front of him, but the suited stallion merely shot out a hoof and sent the Doctor flying over the side of the building, blood from the point of contact on the earth pony’s face stinging his eyes. Doctor Whooves barely had time to brace himself before smashing into the deserted nighttime street below, an impact that would’ve killed most ponies.

"This is bad…this is bad, bad, bad…" the Doctor thought.

The Exit was less than half a block away, and yet an Agent landed beside him, directly in front of where he needed to go. The others had probably had time to recover by now as well, bringing back his list of adversaries to four. At least they couldn’t call up any more than that without risking their own safety. The concentrated magic of too many Agents in one area made things…unstable.

Which was exactly how Doctor Whooves’ organs were likely to feel in about five seconds—the Agent had already raised his hoof to strike.

“Not so fast,” called a new voice from behind the Agent, who turned just in time to dodge an incoming razor-blade disc. As he was distracted, the Doctor reared up with his own hind legs and bucked the agent into the air before running as fast as he could towards the new voice, revealed to be a white unicorn mare with an electric blue mane and tail, two more razor-records floating telekinetically beside her, braced for more action.

“Thanks DJ, I owe you one!” Doctor Whooves said as he raced into the waiting blue box behind DJ P0N3, who hastily backed into the Exit as well.

“We thought you might need back-up when your heart rate accelerated, so I got sent in,” DJ responded. “Looks like it’s a good thing I did!”

The inside of the Exit was bigger than the outside, and was filled with all kinds of gadgets and doodads that the team might need to accomplish a mission. Right now, however, the Doctor and DJ were more interested in the phone ringing on the main control panel.

The Doctor scooped it up, and yelled “Operator, get us out of here!”

The familiar whirring sound of Doctor Whoove’s gadgetry announced the blue box’s erasure from this lie that so many poor ponies were fooled into thinking was reality. As it faded, the two ponies inside the Exit breathed a sigh of relief, knowing they were safe…for the moment.

“Did you complete the mission?” DJ P0N3 inquired once the Doctor had caught his breath.

“I did,” Doctor Whooves smiled. “We now know the name and location of the pony most likely to be ‘the one:’ Twilight Sparkle, Ponyville.”

. . .

Chapter 2

Chapter 2

Twilight thought hard, focusing on the transparent glass orb in front of her.

Q: Who is Twilight Sparkle?

The crystal ball answered her immediately.

A: File 237-A  (public domain)

NAME: Twilight Sparkle

DISTINCTION: Unicorn

COAT: Lavender

CUTIE MARK: Magic

OCCUPATION: Student of Princess Celestia

It wasn’t anything Twilight didn’t already know, of course. Now for the harder questions.

Q: What is Twilight Sparkle’s purpose for existing?

The magical energies in the crystal ball swirled for a moment, as if thinking deeply. Then, finally it replied:

A: Question not understood.

Twilight sighed, though she had expected as much. If all the scores of books in her library home couldn’t answer this question for her, then what made her think she could find the answer on the magical networks set up by the Equestrian government?

Perhaps, though, the purchase of the brand new crystal ball hadn’t been a complete waste.

Q: Who is Nightmare Moon?

The crystal answered her right away this time.

A: File 004-A (public domain)

Nightmare Moon (noun)—according to the Encyclopedia Equestria, “Nightmare Moon” is an old pony’s tale derived from the fear that the princess of the night, long ago banished to the Moon for attempting to bring about eternal night, will one day return. Scholars have long refuted this belief, and it is generally accepted to be myth.

“But I know otherwise,” Twilight whispered to herself. There were things in books so old that not even the Equestrian government could censor them all, and Twilight had dedicated quite a bit of time to finding said articles. Thankfully, the feds had yet to catch on to her snooping. And if she was careful, they never would—even after she broke into their own network.

Q: Who is Nightmare Moon (request classified file)?

A: Password is required for Nightmare Moon classified file.

Twilight’s horn emitted a soft glow, and the crystal corresponded. Passwords weren’t necessarily required, if you knew how to get around them with the proper spell—which Twilight had spent the better part of the night concocting. She was a studious mare, after all, and had learned everything she could about the government’s invention of the magical networks that ponies everywhere could now use to keep in touch with each other and access public information, like a vast virtual library. But of course, there were other uses for the magical networks that the government kept to itself, and after purchasing the crystal ball Twilight had spent hours studying everything she could about it and experimenting on it with her magic. In doing so, she had discovered a surprising number of useful things—such as how to get around federal security.

A: Password accepted. Opening Nightmare Moon classified file…

Twilight grinned. Now for the moment of truth… To see if there was anything the government knew about the mysterious ‘mare in the moon’ that they were keeping from the general public. The princess would have never kept anything from her loyal subjects, but during Twilight’s tutelage under Equestria’s beloved and benevolent ruler, Twilight had grown suspicious of the bureaucracy that ran the parts of government even Celestia couldn’t handle on her own. Even if she was an immortal goddess, she was still only one pony—and Twilight detected that all was not right in the Equestrian government. At best, it was nothing, and Twilight hoped this was so. At worst, well…Twilight didn’t really want to think about that.

After all, dealing with a bit of paranoia was better than battling a conspiracy that sought to overthrow Celestia from within the government itself, a conspiracy that Celestia was oblivious to.

Finally, the crystal ball was done loading.

A: File 004-B through Z (classified)

NAME: Nightmare Moon

DISTINCTION: Alicorn

COAT: Black

CUTIE MARK: Moon

OCCUPATION:  Fugitive at large—

“What?!” Twilight gasped. She had known there was something up, but she hadn’t known it would be this big. Not only did the government secretly know that Nightmare Moon was real, it knew something that even Twilight hadn’t guessed—that the rogue alicorn was free from her lunar prison and running amok in Equestria! She had to get word to Celestia right away—but better to know all the facts first.

—and deemed Public Enemy #1. Nightmare Moon is leader of the Resistance and, if successful in her plan to free all ponydom, will result in the end of all AIM.

“Resistance?” Twilight repeated what she had just read. What was this file talking about? “Free all ponydom? But I thought that Nightmare Moon was the villain…how does freeing all ponydom bring about eternal night? And free the ponies from what? And what’s ‘AIM?’ I better get word to the princess immediately. Then we can get those conspirators in the government to explain all this mumbo-jumbo.”

Twilight smiled at the thought—she and her mentor taking down a bunch of villainous traitors, together. Then they could go after Nightmare Moon, and stop her from bringing about eternal night.

But something about the classified file nagged at Twilight, even as she hastily magically levitated a quill, ink, and parchment over to her and began furiously writing down her findings and concerns in a letter to the princess. What did the government mean by Nightmare Moon wanting to free all ponydom? Did it mean she wanted to free them from Celestia? But that didn’t make sense either—Nightmare Moon might think that bringing about eternal night would free Equestria from what she would probably consider the ‘tyranny’ of her elder sister, but why would the conspirators say that? Wouldn’t they just say that Nightmare Moon planned to enslave all ponydom in eternal night, which is surely how any pony, even a conspirator, would see it?

Nevertheless, it didn’t matter at the moment—as soon as she was done writing this letter, she could wake Spike up from his nap and send the important paper on its way to Celestia, who would certainly be happy to help her get to the bottom of this conspiracy.

A: Hello, Twilight Sparkle.

Huh?

A: That’s right, my little pony. I’m talking to you.

The crystal ball was suddenly swirling with magical energies again, though Twilight hadn’t asked it a question. Thinking back at it, Twilight tentatively and, fearing the conspirators in the government had somehow discovered her breaching their security, asked the crystal

Q: Who are you? What do you want?

A: It’s not what I want, Twilight Sparkle. It’s what you want. You asked who you were, and what purpose your existence served.

The conspirators couldn’t have known that! She had asked the crystal ball those questions before she hacked into the government’s classified network, so even if they had discovered her breaking into their system, there was no way they could discover what else she had asked the crystal ball.

A: I can tell you who you are, Twilight Sparkle. And, more importantly, I can tell you the purpose behind your existence—which is to get rid of what you think is a government conspiracy to overthrow Celestia.

Q: How could you have known that?!

A: All in good time, my little pony. But know this—the conspiracy is far greater than you know. You can trust nopony you know, even if their intentions are good. Celestia herself is a mere pawn of the enemies you and all of ponydom are obliviously enslaved by.

Celestia herself a pawn? How could this be? And who could she trust if even her beloved mentor could be unwittingly used against her?

Q: Then how do I stop this conspiracy?

A: First, you must follow the white rabbit.

“Wait a minute,” Twilight said out loud. She couldn’t believe she had almost blindly believed everything this mysterious voice was telling her.

Q: Wait—how do I know anything you say is true?

A: You don’t. But when you tell Celestia that Nightmare Moon is on the loose, the first thing she’ll do is interrogate her bureaucracy on the matter, and they will show her a false version of the classified file you just saw, destroying the original. Even now, your meddling has been noticed, and the file has already been deleted. If you don’t destroy your crystal ball immediately, they will trace the break-in back to you.

“Erased already?” Twilight echoed. Instantly the violet unicorn requested the classified Nightmare Moon file again and bypassed the security with her custom spell. All she received was

A: No known data concerning ‘Nightmare Moon (classified file).’

They had already deleted it!

Q: But I still don’t know if I can trust you! How did you even know about Nightmare Moon anyway, and how did you know that I was investigating her?

A: Simple. I am Nightmare Moon.

. . .

Chapter 3

Chapter 3

With that, the crystal ball exploded.

Twilight was thrown back against a bookshelf, the dusty old tomes raining down on her from the force of the impact and causing her to cry out in pain as they shoved the shards of glass from the crystal deeper into her flesh.

"I guess…Nightmare Moon, if that was really her…Didn’t think I would destroy the crystal ball on my own," Twilight thought through aching tears, picking herself up and telekinetically pulling out the glass shards one by one. When she was sure they were all gone, the purple unicorn sealed the wounds with another spell and sent the bloody shards flying into the waste basket beside her desk. "And who’s to say I would have? How could I know for certain that that was Nightmare Moon? Then again, only a magical force equal to Celestia could have broken the crystal like that from another location, and I didn’t even sense the magic doing it, so it must have been powerful…"

Thus, it had to have been Nightmare Moon who had been contacting her through the crystal, given the evidence. The only other being Twilight knew of who could do such a thing was Celestia, and Twilight had no idea why her mentor would do such a thing.

Going to see Nightmare Moon…by ‘following the white rabbit,’ whatever that meant…was obviously inadvisable. Even if the night goddess had saved her from the feds finding out about the unicorn’s breaking into their classified files, she was still the most dangerous force Equestria had ever known, and even foals knew from the ‘old pony’s tales’ that Nightmare Moon was not to be trusted. Still, though, the cryptic words in Nightmare Moon’s classified file continued to nag at Twilight, and it looked like Nightmare Moon herself was the only one who might even remotely venture to provide answers. She had contacted Twilight, after all.

"But whether I trust her or not is irrelevant," Twilight thought to herself. "Because she’s right. The feds will do everything they can to hide their conspiracy from Celestia, and the only evidence I knew of that linked them to their treason has already been deleted…If I want to make Celestia sure that Nightmare Moon is free and the conspiracy is true as well, I’ll have to expose Nightmare Moon to the princess myself. And the only way to do that is to actually meet up with her…"

Twilight gulped. This was not going to be easy.

First, she’d have to prepare every defense spell she’d ever learned, and even that might not be enough—

A knock at the door interrupted Twilight’s thoughts.

Who could it be at this hour?

Twilight hesitantly ventured to the door and called “Who is it?”

“It’s us, sugah- cube!” called a familiar voice that caused Twilight to sigh with relief. It was neither the feds come to arrest her or another of Nightmare Moon’s contacts—just good ol’ Applejack. And, by the sound of it…

Twilight opened her library home’s front door to see that indeed Applejack and all the rest of her closest friends in Ponyville, her adopted town, were there.

“Hey girls,” Twilight smiled, happy to see some friendly faces after a night full of intense investigation and intrigue. “What’s up?”

Suddenly Twilight had to jump back as Pinkie Pie, by far the liveliest pony the lavender unicorn had ever met, jumped up in front of her and announced that “I’m-having-a-late-night-summer-bonfire-party-near-the-forest-and-we-all-came-to-get-you-so-you-could-come-and-party-all-night-with-us!”

“That sounds great, Pinkie,” Twilight chuckled at her friend’s overt enthusiasm. “I think a little break from studying is just what I need right now.”

“Never thought we’d here you say that, Twi!” laughed Rainbow Dash, hovering overhead. “But we’re glad you finally did! Let’s party!”

Twilight stepped out into the warm air of the summer night and joined her friends on their trot to Pinkie’s bonfire sight, Pinkie talking excitedly the whole time about how many smores she was going to eat. Of course, nopony doubted her.

When the six friends arrived at the edge of the forest, a good bonfire was already roaring and Twilight could smell the rich smoky scent of the Everfree logs burning as other ponies she had met in Ponyville milled happily about the blaze, talking and simply enjoying the nice summer night.

"Just what the doctor ordered," Twilight thought with a smile. "A night off without worries to relax with my best friends. I’ll attend to the whole ‘Nightmare Moon and the conspiracy’ thing as soon as I rest my tired brain a bit."

“Alright girls, let’s party!” Pinkie announced, leaping a little higher than one would expect possible into the air with obvious jubilation.

“All right!” Rainbow Dash agreed, doing a loop in the air and then flying over to the waiting throng of ponies.

“Indeed,” Rarity said, looking like she too was ready for a night off after working hard—she claimed she had been busy all week long designing the new summer fashion line, and nopony doubted that either.

“All right, Angel,” whispered a timid voice behind Twilight, who turned to see Fluttershy, the most timid yet kindhearted pony Twilight knew, letting her pet down from her back to play with any pets the other ponies may have brought with them to the party, and Angel happily complied by bounding off into the night.

Fluttershy’s pet, Angel, the white rabbit…

Oh, no!

That must have been what Nightmare Moon meant! That was the signal!

“Oh, why now?” Twilight moaned. “I thought I was going to get a night off! I’m not ready to unveil a conspiracy without proper preparation and more research!”

“Huh?” inquired Applejack, giving Twilight a quizzical look.

“Oh, nothing!” Twilight said quickly. The last thing she wanted to do was get her friends involved in this—her own life was probably already at risk for knowing too much about the conspiracy; she didn’t want to endanger her friends too. “Just, uh… I’ll be right back!”

With that, Twilight sped off after Angel, weaving her way through the crowd of other ponies, who were understandably surprised to see her in such a rush at such a relaxed function.

“Sometimes Ah worry about that pony,” Applejack sighed with a smile.

“Angel, where are you going?” Twilight sighed in frustration as she struggled the keep up with the erratic bouncing of Fluttershy’s pride and joy. The other ponies didn’t seem to be enjoying Twilight’s chase any more than she was, several giving her annoyed looks as the violet unicorn attempted, unsuccessfully, to navigate the sea of ponies without bumping into too many of them.

At last, Angel rounded a sharp turn and Twilight dashed after her—only to run smack into a brown earth pony with an hourglass cutie mark, sending them both back on their haunches.

“Oh, I’m so sorry!” Twilight quickly apologized. “You see, I was chasing after this white rabbit, and then—"

Twilight stopped her hurried explanation when she realized two things: the first, that her explanation would probably only make things more confusing for the earth pony, and second, that he was actually holding Angel lovingly and feeding him a carrot.

“Wait, did you…did you lure Angel to you with that carrot?” Twilight inquired, her brow furrowing as it seemed increasingly likely that this encounter was not by chance. “Were you sent here to meet me? Were you sent her by…”

Twilight looked around conspiratorially, before whispering “Nightmare Moon?”

“Astute as always, I see,” said the brown earth pony. “Your files didn’t lie.”

“My files?”

“Indeed,” responded the earth pony with a grin. He let Angel down with the carrot, and the white bunny happily hopped away to leave the two ponies to their cryptic conversation. “For obvious reasons, it was too dangerous for her majesty herself to come here tonight—but I can bring you to her, should you so desire.”

Twilight looked uncertain for a moment.

“She can tell you the secrets you so crave,” the earth pony said, seeing her doubt. “Who you are…why you exist…among other things.”

“Other things?” Twilight wondered. “Like what?”

“Like how to avoid that sinister-looking pony over there.”

“Huh?” Twilight asked, turning in the direction the earth pony was looking. “What pony…”

And then she saw him, and it sent a shiver down her spine. He was a tall unicorn stallion, his coat black and his suit blacker, but his sunglasses were blackest of all…and it was night. As if that weren’t enough, there was something just off about the pony, as if he didn’t belong in what she thought of as reality. Despite Twilight’s love of organization, this pony was too ordered. He was perfectly symmetrical, stood stock still, staring at her. The black pony was so motionless that Twilight couldn’t even tell if he was breathing.

And when he did move, Twilight wished he hadn’t.

“Ms. Sparkle,” the pony called out over the crowd, and despite the gentle roar of the partygoer’s conversations Twilight heard him loud and clear. “Don’t try running away. That would be…unadvisable.”

“Trust me now?” the brown earth pony behind Twilight whispered in her ear. “Because they don’t take prisoners.”

Before Twilight could ask the earth pony what he meant, the black unicorn shot a blast of magic at Twilight, who just barely had time to duck, the top of her mane singing in the mystic heat. The magic of that blast was more powerful than any Twilight had ever experienced save that of Celestia's raising of the sun and moon or Nightmare Moon’s impromptu destruction of her crystal ball, and she knew that if the black unicorn fired again and actually hit his mark this time, getting turned into a pile of ashes would be the least unpleasant thing that would happen.

. . .

Chapter 4

Chapter 4

“Run!” the brown earth pony shouted, shoving Twilight into the crowd as he followed close behind. The crowd itself was turning into a hysterical mass of fleeing ponies, each trying to get as far away from the source of such a voilent blast of magic as they could.

“That wasn’t any ordinary pony!” Twilight said as she raced frantically along through the crowd beside the brown stallion. “Who—no, what was that thing?”

“An Agent, and the most dangerous being in the Maretrix,” the earth pony said. “And though I hardly think I need to say this, don’t ever let them catch you!”

“I’ll keep it in mind,” Twilight grumbled. What in Equestria was going on, and what in the world had she gotten herself into? “And what’s the Maretrix?”

“I’ll explain later!” the earth pony said as they cleared the crowd. “Right now, all you need to know is that we either get to the Exit or we die!”

Twilight gulped. This wasn’t just reading up on conspiracy theories in her library or hacking into the government’s magical networks with her crystal ball—this was real, and it was deadly. Twilight half-wished  she had left well enough alone, but a driving need to know, her loyalty to the princess, and the simple desire to not die tonight kept her going.

“Into the forest!” shouted the earth pony, rushing towards it faster than Twilight would have thought possible.

"He must be a relative of Pinkie Pie," Twilight thought.

A second blast of magic turned a tree to Twilight’s right into a smoldering explosion of wooden shrapnel and blazing fire.

“Almost there—”

“Hello, Doctor Whooves,” said a suited pegasus with sunglasses, landing right in front of the two fleeing ponies, who screeched to a stop in front of the feathered flier. “And Ms. Sparkle, I presume. Another recruit for the Resistance?”

"There’s that word again—what do they mean by ‘Resistance?’" Twilight mentally wondered, her thoughts racing between curiosity and the fearful drive to get as far away from this dark pony as possible. "And what kind of name is Doctor Whooves?"

“Or, should I say,” the pegasus continued. “Next in line to die.”

The pegasus, whose wings were tipped with silver blades, swiped forward with his feral feathers to slice open—

“Hold on!” shouted Twilight, placing a hoof on Doctor Whoove’s shoulders as her horn began to radiate magic.

“Wait! I wouldn’t—” Doctor Whooves tried to say, before the magic took effect.

—Nothing. In a flash of light, Twilight and the brown earth pony known as Doctor Whooves disappeared…

…and reappeared somewhere deep in the Everfree Forest—surrounded by four Agents.

“—do that,” the Doctor finished lamely. “They can track magic.”

“Oh,” said Twilight.

“Impressive, Ms. Sparkle,” congratulated an Agent as it stepped further out of the shadows of the towering trees. “Your magical energy is indeed a valuable asset to the Maretrix, so why don’t we compromise? If you come with us, you can go back to your happy life in Ponyville, undisturbed by any of us ever again, provided of course you keep your nose where it belongs—in books, not government files. If not, we’ll have no choice but to kill you.”

"There’s another one of those confusing words—what is the ‘Maretrix?’" Twilight thought, though more urgent matters were also pressing hard on the young unicorn’s mind.

“Remember, they don’t take prisoners,” Doctor Whooves whispered in Twilight’s ear.

"And they didn’t say anything about leaving you alone, either," Twilight thought, admiring the stallion’s selflessness and courage at not pointing that out. And, even though she had just met this pony, she couldn’t very well leave him to die—even if it really did mean an end to all this, which Twilight severely doubted it would. Besides, Twilight’s need for knowledge and her loyalty to the princess would never allow her to simply ignore the very real conspiracy going on beneath Celestia’s very nose.

“I’ll never cooperate with the likes of you,” Twilight spat at the lead unicorn. “You’re a traitor to the princess and all of Equestria!”

“Being a traitor implies that one is not already in charge,” the Agent said emotionlessly. “We took over from Celestia quite some time ago. Now, she’s no more than an oblivious puppet—just like everypony else in the Maretrix. Just like you.”

“How dare you insult the princess!” Twilight raged, her horn sparkling into an attack spell that burst into a gazillion points of stun sparks, all firing at the lead Agent.

But the lead Agent wasn’t there anymore.

But he was, but he wasn’t.

He was everywhere at once, and simultaneously, the Agent was nowhere.

In a blur of motion too quick for the pony eye to follow, the Agent whipped around in so many dodges at once that not a single stun spark so much as grazed his suit. Instead, the sparks singed into the thick tree behind the Agent, sending a shudder up the branches and igniting the leaves in a furious blossom of red fire.

“…That was unexpected,” Twilight said flatly.

“Yes, they do that,” said Doctor Whooves. “They’re also quite efficient at killing ponies, and we seem to be in a bit of a circle of death at the moment…”

“Death is inevitable for the pony,” said the lead unicorn, stepping closer as his fellow Agents followed suit and closed in on Twilight and the Doctor. “Only the AIM live forever.”

"AIM? What is with these weird words?!" Twilight mentaly contemplated, hoping it wouldn’t be her last thought.

“Despite all your learning protocols, you seriously haven’t been taught a thing about the spirit of life, have you?” retorted Doctor Whooves angrily. “The pony will not die. He refuses to. Unlike you!”

With that the Doctor lunged forward, whipping out a small pencil-long stick of metal that began buzzing with a green glow at the end. The device jabbed into the lead Agent’s face, sending sparking ripples of electricity over the Agent’s body like a lit match dropped in a pool of oil.

The Agent screamed out in pain, backing up in a hasty retreat to get away from the device that seemed to be disrupting his very being.

“Run!” shouted the Doctor through a muffled mouthful of whatever the strange device was, and Twilight complied instantly. “Get to the Exit! It’s not much farther!”

But a few feet away from the circle of Agents, Twilight skidded to a halt and backed up. She couldn’t just leave the Doctor there with all those Agents around him! He had saved her life, and now she would return the favor.

With a fierce buck, twilight sent the electrified Agent careening over Doctor Whooves and into the pegasus opposite him.

“Come on!” Twilight called to the brown earth pony, and the two dashed off into the forest.

The two Agents who hadn’t been hit, two earth ponies themselves (at least, that’s what they looked like) took off after Twilight and the Doctor, leaping into the air. Each Agent landed on a tree like a mirror image of the other, and then launched forward to another tree, hopping from one to another and quickly catching up to Twilight and Doctor Whooves.

“Why won’t you things just die?!” the Doctor screamed angrily. “Take that!”

Doctor Whooves flung his strange device at one of the Agents, shocking him and causing him to fall to the ground while the tiny machine bounced off the Agent and through the air, striking its twin and causing it too to fall to the ground.

The device rebounded once more to land squarely in the Doctor’s jaws.

“Not bad, eh?” the brown earth pony chuckled.

“That was amazing!” Twilight exclaimed. “How could you do that with that weird device when my magic was useless?”

“I’ll explain that when we’re safe—Agents don’t stay down for long,” said the Doctor. “And here’s the Exit!”

The Exit loomed up out of the dark gloom of the Everfree Forest like a fierce beast waiting to devour them, but turned out to be nothing more than a tall rectangular blue box.

“That’s the Exit?” Twilight wondered, sounding slightly disappointed.

“Yes, now get in!” the Doctor answered, hurrying the unicorn into the strange contraption.

What awaited Twilight on the inside turned out to be far more of a welcome surprise.

“Now this is more like it!” Twilight laughed, looking around at the wonderfully expansive space of the Exit, filled as it was with arches and hallways and an extraordinary array of devices and instruments the likes of which Twilight had never seen. “It’s bigger on the inside!”

“It is indeed!” Doctor Whooves agreed, smiling in spite of himself as he rushed to the ringing contraption at the center of the room on a raised control panel. “A lot of planning went into this, mind you. Now, Operator, get us out of here! We have ‘the one!’”

. . .

Chapter 5

Chapter 5

Darkness.

This was all Twilight could see, or rather, all she couldn’t see.

One minute she was watching the Doctor talking to the ‘Operator,’ whoever that was, and the next…

Well, there didn’t seem to be a ‘next.’ After that moment, there didn’t seem to be anything.

No sights, no sounds, no scents, no tastes, no sensations of any kind.

And then the world that wasn’t exploded into the world that was—and Twilight half-wished it had stayed nonexistent.

The first thing Twilight could tell was that she was encased in a viscous, goopy liquid that pulsated with the beating of her terrified heart. Suddenly getting thrust into a new place all at once wasn’t a new experience for Twilight, being one of the few unicorns in thousands of years to master the art of teleportation (alright, almost master), but this wasn’t like teleportation at all.

Instead, opening her eyes onto the reddish gleam of the muck the unicorn was submerged in was more like…waking up.

Or falling asleep—because what Twilight experienced next was more horrific than any nightmare she’d ever had.

Twilight pushed, struggled and flailed her limbs with increasing vigor to reach the surface, which she could just barely see the light of through the icky red liquid. Cold metallic chords constrained her, pulling and tugging her back down into the warm embrace of the sickly scarlet sea. When the purple unicorn attempted to break free of them with a spell, her horn only fizzled like a newborn foal’s, though she could feel the magic emanating out of her, being sucked away…down the chords.

They wiry ropes were feeding off of Twilight’s magic!

Twilight’s struggles increased all the more in a panicked desperation and a flurry of anger—nopony stole her magic. Twilight jerked and twisted violently, and at last a few of the chords began to rip and pop off and out of the unicorn’s skin, causing her to cry out in pain, the bubbles of her precious escaped breath rushing  up towards the surface. But this only caused Twilight to fight against the chords all the more, as her lungs began to burn and the prospect of drowning became less of a distant fear and more of an impending doom.

With each chord that came loose, Twilight was that much more free to struggle to the surface, and her magic was pulled away from her less and less, allowing the unicorn to use her increasingly luminous horn to magically propel her to the surface.

Twilight breached the thick membrane of the liquid like a dolphin breaking free of the sea, breathing deeply the rich, precious air. It filled Twilight’s lungs with a searing cold, but she could hardly care less as each breath brought her back from the brink of death.

When Twilight had finally caught her breath, her analytical mind immediately jumped to search for answers. Where was she? What was she doing in this red goop? What was this red goop? And where was Doctor Whooves?

Inhaling deeply, Twilight caught the unmistakable tang of magic from the reddish liquid, confirming her suspicions—she had been submerged in gallons upon gallons of potion, and a strong batch at that. Lifting a wet hoof to her mouth, Twilight stuck out her tongue and tasted the muck, her eyes immediately drooping as she did so, confirming yet another suspicion: the potion was meant to cast an enchanted slumber, which Twilight herself must have been under the spell of for who knew how long. A quick scan-spell revealed that the potion, in addition to causing any pony unfortunate enough to be dunked into it to sleep, was meant to preserve the pony inside, so that they could wake up (if they ever did wake up, that is) no older than when they had gone to sleep.

Twilight could have been in this enchanted slumber for a day or a thousand years.

The lavender unicorn shuddered at the thought.

Peering tentatively over the side of the edge of the potion’s container, twilight saw that she was in a cauldron, several times larger but roughly the same shape as the one she used to brew her own potions back at the library in Ponyville. The giant metal pot was suspended from three chains to a flagpole-like protrusion overhead, which was in turn stuck to a metal wall.

Looking to her left, Twilight gasped as she saw scores of other cauldrons, each with different colors of potion in them. Twilight could only assume that each one held a pony of its own, oblivious to their surroundings just as she had been and hooked up to those repulsive metal coils that fed off of each pony’s magic—for all ponies had magic, even if unicorns were the only ones who could properly use it.

But what was it all for?

What could one possibly gain from feeding off of a pony’s magic?

Searching for more answers, Twilight waded her way to the front of the cauldron, as far as she could get from the metal wall behind her, and peered over the side.

Twilight couldn’t say what she had been expecting—the ground, maybe—but whatever it was, it wasn’t this.

Twilight saw towers. Scores of them, as thick as the royal palace at Canterlot, rising up through mists far below. When the mists rumbled and glowed with flashes of light, Twilight realized that they were clouds—the towers were so tall, they soared even above the highest objects in the sky. Jutting out from every square inch of the towers that Twilight could see were hundreds of thousands of cauldrons, each presumably containing their own helplessly sleeping pony.

“What the buck is going on?!” Twilight thought desperately, her mind racing. This was no conspiracy—this was a waking nightmare, a brutal assault to everything the purple unicorn thought of as reality.

And then IT came.

With a flash of light that Twilight instantly recognized as the arrival of somepony via teleportation, the lavender unicorn found herself face-to-face with a…thing. It was in the shape of a pony, but Twilight could immediately tell that it was definitely not a pony.

The being was made up of thousands upon thousands of blue, glowing magical runes, each floating in place of skin, so that Twilight could see through the cracks in its composition all the way through it. The runes where the eyes should have been were golden and glowing brighter than the others, though they lacked any emotion that Twilight could discern. Two wings made of yet more bright symbols flapped, keeping the thing aloft, as it hovered closer to Twilight, who backed hastily away through the sloshing potion in terror. The eyes glowed brighter, almost blinding Twilight, and then the thing did its most frightening act so far, besides the fact that it existed at all.

It spoke.

“Pony 741,257,139 has awoken,” it said in a rasping monotone that sounded like ice grinding through a millstone. “Initiating termination procedure.”

Suddenly large, thick bubbles burst to the surface of the cauldron, showering Twilight with gook. Then the potion began to jiggle, move, and  twist. Almost as if…

“It’s draining!” Twilight thought with a horrified realization. “And I’m in it! There’s no getting down over the side, either—who knows how long I’d be falling!”

The potion began to swirl faster, accelerating into an instant whirlpool that dragged Twilight, clawing desperately at the sides with her hooves to stay aloft, down with the draining potion through a hole at the bottom.

The pony that wasn’t a pony watched emotionlessly as Twilight fell through the drain, and then disappeared just as suddenly as it had come.

Twilight would’ve expected to simply fall into the caldron immediately below her, but what happened instead was very different. Twilight was sucked into the drain, which she noticed had a glowing ring around, signifying that it wasn’t a plain old hole at all but in fact a magical portal. On the other side of said portal Twilight was roughly dropped onto a soft, cushiony surface.

Looking around her for the next freakish danger waiting in line, Twilight found herself in a dank, metal room that smelled strongly of unwashed ponies and the stink of tepid water. The unwashed ponies themselves were all standing around Twilight in a circle, looking around her expectantly and, in spite of everything the violet unicorn had just been through, beaming at her with welcoming smiles.

The portal above Twilight winked out of existence, and for the first time since she woke up in the sleeping potion, Twilight wondered if she might actually, finally, be safe…for the moment.

“Don’t worry,” said a familiar voice. “You are indeed safe now. We rerouted the spell that was supposed to send you and all the other awakened ponies to the incinerator to here—our airship. You’re among friends, Twilight Sparkle. We are the Resistance.”

Out of the throng of other ponies stepped the speaker—Doctor Whooves.

“I know you’ve just been through a lot and are probably in shock right now,” the Doctor continued. “But rest assured, they can’t get you here—not right now, anyway.”

“What are you resisting?” Twilight spoke at last, eyeing the other ponies suspiciously but taking comfort in the familiar face of Doctor Whooves. “And who’s ‘they?’”

“You witnessed one of ‘them’ when you awoke,” the Doctor explained. “The peculiar-looking pony-thing made out of floating runes. There are more of them—so many more. They are what we are resisting. They are the AIM, and they are the bane of all ponydom.”

Doctor Whooves paused for dramatic effect.

“They are the Artificially Intelligent Magic.”

Chapter 6

Chapter 6

“Artificially Intelligent Magic?” Twilight echoed, confused. “That’s just experimental theorization—nopony’s actually ever been able to cast sentient spells!”

“They weren’t able to in the time you know,” Doctor Whooves went on, nodding his head for Twilight to follow him. Stepping gingerly off of the cushion and shaking the excess goo from her coat, Twilight and the other ponies followed the Doctor into the next room. “But that’s because the time you know happened a long time ago.

“Let me explain…”

“Please do,” Twilight added, thoroughly confused.

“…through the best way possible: by showing you what happened,” the Doctor finished.

By now the ponies had reached a large room with cushioned beds that looked surprisingly clean given the surroundings, and Doctor Whooves gestured to a small cot in the corner.

“I apologize for the…miniscule nature of the bed you’ll be using, but each dream-bed can only be used by its respective pony,” Doctor Whooves explained. “That’s why they all look different—each is based off of the user’s respective personality. Eventually, should you decide to join us, you’ll get your own personal dream-bed. But for now, you’ll have to make do with the cot.”

Twilight walked over to the small sleeping apparatus and inspected it closely. It was indeed a far cry from her comfy bed in the library in Ponyville, but she supposed it would do.

Looking up from her inspection, Twilight saw that all of the ponies were looking at her expectantly.

“What?” Twilight asked them, slightly unnerved.

“Oh, forgive me! It’s been so long since we’ve had a new recruit,” said Doctor Whooves. “You’re supposed to sleep in the bed. We’ll explain everything to you once you’re asleep.”

“…How exactly does that work?” Twilight inquired, beginning to wonder if these ponies were somewhat insane, or worse—that she was.

“You’ll see,” said the Doctor with a smirk. I’d recommend a sleep spell to get you started—sleeping in a new bed is always an uncomfortable experience.”

“You expect me to just lie down and fall asleep with all of you watching?” Twilight went on, her incredulity only increasing. “But I just met you! And what does this explain, anyway?!”

“When you’re asleep, it’ll all make sense,” Doctor Whooves concluded. “I know it sounds strange, but trust me, it’s not half as strange as what’s coming.”

Twilight stood staring at them all for a moment.

“I’m not just going to—”

“Oh, for the love of Pete!” exasperated a white goggle-wearing unicorn with an electric blue mane and tail. Her horn lit up, and the next thing Twilight knew, she was wrapped in the sweet embrace of oblivion.

Or…not.

“Where am I…?”

Twilight looked curiously around her, to see…nothing. A seemingly endless expanse of white space stretched out in every direction, and Twilight couldn’t even tell what she was standing on.

“Technically speaking, you’re back in the airship, asleep on the cot,” replied an unexpected voice, and Twilight turned to see Doctor Whooves standing a little farther off in the white space. Funny she hadn’t spotted him before, but with all that was happening, Twilight wouldn’t be at all surprised if he hadn’t been there before to see, though she’d only been turned a split second. “But your mind is indeed elsewhere. Welcome to the Dream Cloud.”

“The Dream Cloud?”

“The Dream Cloud is a storage space, a sort of memory repository, if you will. We can fill it with anything we need, from training simulations, to weapons and other tools, to explanations,” Doctor Whooves went on. The Doctor stepped to his right, and suddenly there were two chairs and a crystal ball on a small table behind him. Trotting over to the chairs and beckoning Twilight to follow him, Doctor Whooves sat down comfortably in one of the chairs, though Twilight preferred to stand, uneasy as she still was. The Doctor seemed to be concentrating deeply, and all at once the crystal sprang to life with magical energies—or the dreams of magical energies, if he was to be believed, and despite the oddness of the whole scenario Twilight couldn’t see why not to believe him. “And this is the world you know—Equestria as it was shortly after the release and recapturing of Discord.”

Inside the crystal ball, images of Equestria began to flow by—Sweet Apple Acres, the Everfree Forest, Ponyville, Twilight’s own library, Sugar Cube Corner, the royal palace at Canterlot, and many other places besides.

“Shortly after Discord’s re-imprisonment in stone, though, Equestria was united in celebration at the devisal of AIM—Artificially Intelligent Magic,” Doctor Whooves went on.

Suddenly the images of Equestria were replaced by a magical laboratory somewhere in Canterlot, where a team of unicorn scientists—some of which Twilight recognized from studying their work—were working on something, huddled together over a glow of magic that Twilight couldn’t quite see. When the scientists moved aside so that she could, though, Twilight wished they hadn’t.

What the scientists had been standing around was a miniature, much simpler version of the pony-shaped monstrosity of floating symbols she had witnessed back at the cauldron of sleeping potion. This one was shaped like a small foal, and chirped and whinnied playfully, seemingly happy to be alive, despite the fact that it wasn’t.

“Equestria thought that AIM would be used for the betterment of ponykind,” the Doctor continued. “An endless, inexhaustible workforce that would need no sustenance, no sleep, and no pay.”

Larger and more complex versions of the simple foal Twilight had just witnessed now filled the crystal ball, each standing in a straight line and marching with timbers and steel beams and other building materials on their backs.

“But we were wrong,” Doctor Whooves said darkly. “The AIM were smarter than we thought, and getting smarter all the time. The Artificially Intelligent Magic received no respect from their masters, and so they rebelled.”

The images of working AIM dissolved into a scene of anarchy and war as AIM that were even more complex than the last thundered across a battlefield, pegasi, earth ponies, and unicorns alike facing them down on the other side. There was bloodshed, and even a few AIM were shattered into figments of mystical energy, but for every AIM that fell, a new one was waiting just behind, twice as deadly.

“We thought we had the upper hand at first—after all, they weren’t even alive!—but the AIM proved all too well that though they weren’t alive, they knew how to kill, and were quite good at it,” the Doctor went on. “In a last resort, the ponies asked Princess Celestia to keep the sun down until the war was won—the AIM were solar powered at the time, and the thought was that without a source of energy as plentiful as the sun the AIM could not survive.

“Once again, we were wrong—and our greatest bid for victory proved our most horrible stumble into the jaws of defeat.”

The battle-scene shifted to night, and the AIM appeared to be failing, growing slower and more sluggish. But when one of the AIM stumbled onto a unicorn about to stab it through with a telekinetically floating spear, there was a bright flash of light, and the unicorn falls dead to the ground, the AIM having been renewed in strength and vigor, having drained the unicorn of its magic.

“The pony body produces a natural supply of magic, as I am sure you are well aware, Twilight,” Doctor Whooves explained. “And by using it, the AIM had found all the magical energy they would ever need. We were captured, imprisoned, and forced into enchanted slumber in cauldrons of potion like the ones you first woke up in. The AIM tied chords to us to feed off of the natural magical output of all ponies, and they’ve been doing so ever since that fateful day when we lost the war, learning to keep us alive and drain us continually rather than drain us all at once and kill of their constant power source."

Twilight looked shocked, and understandably so.

“That can’t be!” the lavender unicorn exclaimed. “That…that doesn’t make any sense! I was in my library in Ponyville just this morning, and we’d never heard of any war against Artificially Intelligent Magic! And believe me, if it had something to do with magic, I would know about it!”

“Twilight, you haven’t been in your library for over a thousand years,” the Doctor said warily. “You only think you were there, because the AIM fed your mind a continual subconscious spell that makes you experience what you think of as reality. To keep ponykind complacent while they fed off our magic, the AIM devised the Maretrix, a massive mental enchantment that connects all ponies in a virtual reality.”

“That’s impossible!” Twilight insisted. “There’s no way a spell that large could exist!”

“It can and it is and it has been existing for over a thousand years,” concluded Doctor Whooves. “It is a form of slavery in the worst sense—those who are in bondage to the Maretrix don’t even realize it, obliviously living out a lie.”

Twilight continued to look defiant, though tears were welling in the corners of her eyes.

“It can’t be,” Twilight demanded. “My friends, my family, the princess—they can’t be trapped inside that—that thing!”

“Is it really so hard to believe?”

Suddenly Twilight and the Doctor were standing over an empty space, looking down at the land of Equestria as it was today, or rather, tonight, for overhead the starry skies continued to twinkle against the cold glow of the moon. But what was below Twilight chilled her heart more than any cool night ever could.

Stretching out for miles upon miles were endless rows of the skyscraping towers Twilight had once been in, the walls of each crammed full with cauldrons and sleeping potions and millions of ponies, oblivious to their being the main course to a monster that wasn’t even alive.

Twilight, unable to hold it in any longer, burst into tears.

“There is still hope,” Doctor Whooves said consolingly, placing a hoof on Twilight’s shoulder. “We of the Resistance are all that’s left of Equestria’s free ponies, and we’re fighting against the AIM to free all of Equestria. Try as we might, though, we’re only a ragtag herd of ponies facing an entire race of ruthless, emotionless, killer sentient spells.

“But all of that changes tonight, Twilight Sparkle,” continued the Doctor. “Because now we have a secret weapon.”

“What’s that?” Twilight asked, a glimmer of hope in her eyes.

“You.”

. . .