The Conversion Bureau: System 72

by Skybreeze

Rating: teen
Tags: Original Character, My Little Pony: Friendship is Magic, Alternate Universe, Comedy, Other, Adventure
Length: 5005

Set in the Conversion Bureau universe. When Luna and President McCullough are unable to seek help from Twilight and the rest of her friends, they seek help from an unlikely source. The character of Midnight shadow was used with permission.

Published 2012-02-03 00:27:35 UTC
Last updated 2012-02-03 00:27:35 UTC

Chapter 1

The Conversion Bureau

System 72

A MLP:FiM fanfic by Skybreeze

Original Concept by Blaze

The characters in this story were used with permission from their owners.

“This is Leo’s station, he will be with you shortly Mr. Shadow,” said the female, short haired, red head as he held a small datapad in her left hand.

The desk was a mess of papers and books scattered on the table. The dark blue, rainbow mane unicorn felt slightly disturbed at the agent’s lack of organization. The other agent, Marcy gave a simple wave as she walked off to leave the stallion to wait.

“Why am I doing this again? Doesn’t Twilight normally do this sort of thing?” the stallion thought to himself. Midnight Shadow was very irritated and slightly hungry after his long trip back through the barrier from Equestria.

The red, orange, yellowish mane unicorn was in unfamiliar territory. Hours before, the stallion received a scroll from Luna explaining the situation. President McCullough requested the help of Twilight Sparkle, Hawk and the rest of the team at the Manhattan Conversion Bureau, to investigate a recent threat. Due to none of the team being available for the job, and because Celestia was unable to be reached, the aging president saw little choice but to request urgent help from Luna.

Midnight’s dark blue horn began to glow a soft light and magically levitated the scroll in front of him from his saddle bags.

“Dear my most faithful student Midnight Shadow.
Thy magic has greatly improved and now I ask of you for aid. President Joseph McCullough informed me that humans in a small town have turned into ponies overnight against their will. Worse is that they do not follow us but some other entity entirely, almost against their will. I have sent instructions on who you must meet if you accept this task in this scroll. You are to meet with an agent at the IPCA (International Potion Control Agency) in Baltimore. Good luck my little pony, and I wish you a safe return.
Princess Luna”

The unicorn sighed as he slipped the scroll back in his saddle bags. The stallion gazed over the offending chaos that was displayed on the agent’s desk. A soft hum sounded as Midnight used his horn again. This time, magically it picked up all the papers and books on the desk all at once. Carefully he sorted the files and books one by one until the desk was tidy.

A small thick book caught the attention of the stallion. ‘Thinking on the right side of the brain’ was displayed on the cover with a picture of a drawn human female. Curiously the bored unicorn levitated the book over to give it a quick glance. As he opened the book, surprisingly no words were inside but a hollow hole and a single large piece of wrapped chocolate.

The stallion’s belly suddenly started to rumble, demanding to be filled up. The trip previously had been sudden but Midnight didn’t have anything to eat. He levitated the chocolate bar out of the book and pondered the decision.

“This agent is taking too long, and I’m starving for some food. I’ll just pay him back later,” Midnight thought to himself.

The stallion made short work of the hidden candy; only slightly did it settle his hunger. Suddenly Midnight’s eyes became small as he felt a small, circular piece of metal stuck behind his ears.
“That was my chocolate you just ate horse,” said an unseen man behind the pony in a burly voice.
The unicorn quickly became terrified at the all too familiar feeling of this situation. Only another, certain female unicorn would get this angry over something of value being lost. This time however was a human, not a pony. The worst Twilight ever did to Midnight, caused him to end up with much shorter hair…of a different color.

“Gah! I’m sorry I was just so hungry oh my gosh, Luna’s moon, no please don’t kill me. I’ll get you another one!” screamed the unicorn as his front hooves clopped sacredly against the ground.
The man pulled his piece off of the unicorns head and walked around to get a view of his desk. Leonardo wore what looked like matching grey pants and vest. A maroon undershirt was shown through the opening of the top of the vest. In his left hand was the agent’s gun, a bit strange looking to the unicorn. Not as strange as the gold, circular metal glove device on the back of the humans left hand however.

The agent’s eyes became bloodshot with rage as he looked slowly over the desk. Quickly he once again drew his weapon and pointed it right at the equine’s face between his eyes.

“No sorry! I just thought I would clean things up a bit while I waited here!”

“That was very special chocolate from a police girl 2 months ago. She bought it for me during our date out.”

“Huh? Are you two still dating then?”

“No that was out last date, she is with another guy now.”

“Oh! I get it now, you’re mad because you couldn’t score with her.”

That was the wrong thing to say in the situation. The unicorn saw his life flash before his eyes as a round was fired, narrowly missing his head and horn between his ears. Midnights pony ears rang loudly at the noise as he stood stunned at what just happened. After a few tense seconds the stallion fled out of the office. As Midnight ran he heard footsteps behind him. More shots were fired, deliberately missing the pony as he was chased around the complex.

Suddenly, Midnight remembered that he could simply levitate the piece out of the Agent’s hand. The stallion promptly did so without much other thought and skidded to a stop. The unicorn started to pant heavily as he turned around, still clutching the firearm with his magic.

“WHAT IS WRONG WITH YOU?!” Midnight screamed and tried to catch his breath.

“Just because you couldn’t get a screw with a patrol cop you try to take it out on me?”

Just then the agent clicked a single button on his golden device and his piece returned quickly back to his hand. Once again the barrel was pointed back at the equine and they were right back to where they started.

“WRONG, she was in traffic, horse.”

“I’M NOT A HORSE I’M A PONY!”

“Maybe an autopsy will confirm which one you are?”

“WILL YOU TWO KNOCK IT OFF?!” said Marcy as her gun pointed right at Leo. “I see you two met each other just now. Midnight here is our guest and you’re acting childish. I don’t care how good you are, we will fire you if you keep doing this.”

“He’s done this before!?” The pony thought to himself.

“The chief wants to talk to us now, sorry for your treatment Mr. Shadow,” Marcy said as she lowered her piece.

****

“YOU’RE FIRED!” shouted the gruff chief behind his desk as his palm pounded loudly on the desk. Chief inspector Topps was in his mid-forties. He wore a light blue button up shirt and clean slacks with a dark blue, striped woven tie. The middle aged man’s hair has seen better days. Most of which is gone or grey to match his mustache.

Leo drew his weapon and pointed it up next to his head, aiming at the ceiling. “Firing me shows a lack of responsibility on your part as a supervisor. Besides you can’t fund new recruits medical bills for their lack of experience on this job.”

“I have enough trouble paying for the damages you cause anyway Leo! Were those shots I heard just a moment ago?”

“CHIEF! *ahem* this is Midnight Shadow. He is here at Princess Luna’s recommendation.” Marcy said as she attempted to cool down the situation.

“Is it always like this here at IPCA?” Midnight whispered to Marcy.

“I’ll cut to the chase Mr. Shadow, the town of Prairie became under attack. Overnight humans were transformed into ponies by nanites with thin amounts of potion on each bug. They were programed to inject anything within a 50 mile radius. At first we believed this to be an attack by PER, but it doesn’t fit their motive,” said the chief as he stared at the pony.

“How so? Don’t they usually do attacks like this?” asked Midnight.

“For one thing each newfoal believes something strange, that they were never human to begin with. It’s like they are controlled somehow. Each one refuses to go to Equestria or even leave the city,” Marcy responded.

“That’s…crazy newfoals don’t believe that, I didn’t…but why did you ask for help from Luna or me, why am I here?”

“We need to get in and keep our memories and emotions intact. All of us humans are still vulnerable if anyone goes in there. Gas masks will only get you so far against microscopic machines on the loose. Reports show that the victims were mind controlled first, then injected. We need to get in there and stop it from happening again,” said Leo as he holstered his weapon on his belt.

“You are asking something very dangerous not only to me but to yourselves. An emotion lock spell correct? Casing anything on humans is harmful to your health over time, spells work the same way as the Equestrian barrier. Too long of an exposure can be fatal for your kind.”

“We won’t need much time, our sources found the cause of the nanite mist. It is in the potion manufacturing plant in the city. It makes perfect sense but also a scary one. A factory under attack or gone rogue is a serious concern. Stopping illegal potion distribution falls in our jurisdiction,” Marcy said as she leaned over to Midnight.

“Should I really be doing this? Already within 15 minutes this madman was shooting at me over old chocolate, and I’m supposed to WORK with him?! I didn’t come all this way to get cold hooves now though,” the unicorn thought to himself as he looked down.

“It will only be 20 minutes tops before you start getting brain damage, I’ll stop the spell right then, so we better stop it or you’ll have to get used to having no thumbs.”

****

The next hour or so the group of 2 humans and one pony made their trip mostly in silence. The team traveled by air in the single, small aircraft owned by the ICPA named ‘Interceptor’. The vehicle resembled a cargo transport plane with one exception, no pilot. That is to say no human piloted the aircraft. It was instead manned by an AI of the same name. This AI also interfaced with Leo’s gold device on his arm.

“Interceptor, how long until we get to Prairie?” asked Leo as he raised his arm to his mouth.

“We will be above the north potion manufacturing plant in just under 7 minutes. You’re not going to damage this as well are you Leo? ”

“You have a snarky attitude today as usual, must come from being a second rate AI,” responded Leo as he put on a scowl on his face.

“SECOND RATE?! I am a state of the art aircraft and AI you know.”

“That was when you were first built. We should have just scrapped you a long time ago.”

Midnight could barely contain his laughter, but then felt sudden fear, realizing that this program was the one piloting the plane.

“Sorry to interrupt but something has been nagging at me. Who is behind this if PER isn’t, it certainly isn’t the HLF either,” curiously Midnight asked, trying to change the subject.

“I’m not sure, but it probably could be…” Marcy was interrupted as the plane suddenly tilted hard. The group heard a loud noise outside as flashing monitors came to life. The ship was alive with sirens and alarms, madly going off.

“Surface to air missiles, 4 of them fired from near the Factory!” screamed Interceptor over the speakers.

“Sweet Celestia no! I don’t want to die yet!”

“Settle down horse, Interceptor just set us down before we go up in flames,” Leo said as he and Marcy Slipped in gas masks.

“For the last time, I’m a pony!” screamed Midnight as he firmly locked himself tighter in his seatbelt.

Interceptor descended quickly toward the surface, setting down in the parking lot behind the factory. The Prairie potion manufacturing plant had seen better days. Converted from an old food factory, old bunt out lights covered the outside. What had once been large smog rising from each shaft was now nonexistent.

As the group felt the aircraft touch ground, they quickly rushed to the rear of the plane.
“20 minutes, this is going to hurt you both. If it goes down the nanites will start to take over your minds.”

A soft glow illuminated from the unicorn’s horn as the spell was cast. Within moments Marcy and Leonardo began to clutch their skulls with their hands. Both humans started moaning in pain as soon as it was finished. The agents quickly regained their composure and withdrew their firearms, motioning for the rear hatch to open.
What greeted the group was a thick fog of whitish-purple mist, limiting their view. The group urgently rushed to the direction of the factory.

“Interceptor, begin your countdown.” Leo spoke into his wrist device.

****

A large, bald and buff man stood on the second level catwalk inside the complex. He wore a tacky black tank top and blue jeans. A black gas mask covered his face along with the half dozen men around him, each wearing a similar mask.

“Sir it looks like Leo’s and the ICPA are here. Our camera’s show they are not transforming like the rest.”

“Dispose of them quickly Otto, System 72 can’t stop production yet,” said a mysterious blond man in the screen.

“They won’t get far sir.”

“Let us hope not if you want to keep walking on 2 legs,” ordered Otto’s boss before clicking off the transmission.

Otto becomes furious at his situation. His pupils’ small and expression grim. Becoming a mindless equine following his master’s command, was not the way Otto wanted to end up. The gunman despises ponies with every ounce of his being. Having to work so close to the very thing that can turn him into one didn’t settle well at all with the man.

“All of you get in place on the first floor. I’ll start it up once they enter. That Leo bastard is doing it again.”

****

A single shot was fired as the hinges of the entrance door was blown off. It had been an emergency exit for the building with stairs leading in both directions. The group hurried through the corridors that followed on the first floor, desperately trying to find the source of the mist. Upon coming to a large 3 story room the group stopped. Leo and Marcy aimed their weapons in either side of their views, looking for possible threats with the unicorn behind.

“18 minutes left,” chimed Interceptor on Leo’s arm.

The room was filled with large chemical mixer bins and electrical equipment. Rusted old and worn pipes filled the ceiling and have long since not been used. The bins contained the factory’s supply of Potion, working tirelessly to pump it to an unknown location.

Marcy pointed Leo to his upper left toward what looked like a control room. With a quick nod the group quickly made their way over. The control room was behind a single door with two glass windows mid height above the ground. Behind each window looked like some machinery and computers with tacky office chairs.

Leo entered first, pointing his gun inside then followed by Marcy and Midnight. The two humans ran over to the front of the console and looked over the controls. Leo typed a few key strokes on the machine. The result was what looked like a small holodisk that ejected out of the console. Leo picked it up and looked it over on both sides.

“This must be what is changing the programing of the nanites in Potion, but the program has long since ran its course,” said Leo through his mask as he handed the disk over to Marcy.

“Correct Leo, this is CP501, don’t let that anywhere near me. That is a nasty bug, which was long since banned in this country. 17.04 minutes left,” Interceptor replied.

“This program quickly takes over its host, in a few minutes. Contact with human minds, directly linked to the program must be controlling its victims. The whole complex is compromised,” Marcy said as she heard a sound coming from the next room, not finishing her train of thought.

All 3 turned and looked in the dark doorway, expecting something to jump out at them. A few tense seconds went by as the two humans held their weapons, aiming at the darkness in the next room. The unicorn’s ears flicked slightly as he heard a soft click in the distance. The stallion’s eyes opened wide as his mind raced quickly, suddenly realizing what was about to happen.

“GET DOWN!” shouted Midnight as he ducked for cover under the windows.

Marcy and Leo barely had time to duck before the rain of bullets came through the window. Midnight held his hooves over his ears as he readied a spell in his horn. Both agents fired blindly behind cover as they slowly made their way to the next room. Inside was almost complete darkness except for the light coming from the control room doorway. The room was almost as large as the mixing room before.

“14 minutes left.”

The agent’s heads began to feel slight pain as each held a hand on their skulls, still aiming in the distance.

“Why aren’t they transforming?” Midnight asked as he illuminated the room with is horn.

“They must be coded in the system by their implants to not be targets,” said Marcy.

The room had only two levels with the second being a single catwalk. In front of the group an old crane for moving large supplies. The group decided it best to use it for temporary cover as they waited for their attackers to come through both levels on them.

“Cut that light off and go find the light switch, we can’t see for shit in here. Go switch it on once they are inside,” Ordered the male agent to Midnight.

“Oh please let us live through this,” the stallion said as he ran to the back of the room.

Midnight turned around a back corner and spotted the switch in the back of the room. With a simple spell it could be turned on from a distance. After less than a single minute the sound of gunfire was heard again and sparks flew across the room on impact. A strange noise was heard that sounded like machinery being turned on in the distance. The frightened unicorn quickly flipped the switch on, brightening the room completely.

The attackers now slightly blinded by the bright lights provided a gap for returning fire. Marcy and Leo held onto one side of the crane platform as it rose to the second level. Each agent quickly fired their weapons hitting their attackers on both levels with precision.

“12 minutes left.”

Midnight rose to his hooves after hearing silence in the room. The stallion dreaded thinking something may have happened to the others as he peeked around the corner. As soon as he did a single shot was fired, again nearly missing the unicorn’s head. Leo aimed his shot to Otto who was hiding behind Midnight. The shot missed however as Otto was flown back against the wall.

“Oh horseapples!” The dark blue stallion said as he galloped quickly down the hallway leading downstairs.

“Midnight, wait!” shouted Leo as he and Marcy started to run towards Otto.

“Heh, too bad Leo,” Otto said as he slammed the stairway door shut, locking the door behind him.
Otto quickly gave the chase to the stallion attempting to flee. The man chuckled to himself, knowing full well that going down would lead to a dead end. Loud bangs were heard on the door as the two agents attempted to get through behind.

At the bottom of the stairs, Midnight found himself running down a small hallway. Only a single door was open, it was the 3rd to his left. Seeing no other option the stallion fled inside, hiding behind the door. Otto walked down as he pointed his gun at the open door. Midnight tried once again to steal the man’s gun with a flick of his horn’s magic, pulling it close to him around the corner.

“Ha, this trick won’t work on me twice today,” proudly stated Midnight as he tossed the gun into the large room behind him.

“Damn magic ponies,” Otto said with slight irritation.

Otto reached behind his back and pulled another gun out with his right hand.

The stallion screamed and quickly pulled his head inside. He made another break for it as a single shot was fired at the door. Otto grinned through his gas mask as he slowly walked to the doorway. He aimed his weapon inside, pointing at Midnight in the corner of the small room.

Just as he was about to pull the trigger, the ground shook as Leo and Marcy plowed the crane through the doorway upstairs. The noise heard was loud and the door tumbled down the stairs and bounced off of the steps. Leo fired his gun strait at Otto as he dove into the room. Again his gun was stolen by the magic unicorn while he was distracted.

“I got him, hurry over here!”

Otto raised his palms in the air, motioning for his surrender as he heard Leo and Marcy aim their guns at him. Sweat dripped off the man’s face behind the mask as he stood still not daring to move.

“8 minutes left.”

“Tell us where the system controlling the Potion mist is now,” demanded Leo.

“You’ll kill me if I don’t? Fine, enjoy being on 4 hooves after I die.”

“Well why don’t we let you see how you like it then if you think it’s so bad,” Midnight said as he tugged at Otto’s gas mask with his magic.

“WAIT NO! Not that, It’s…It’s the super computer at the end of the hallway. The computer virus has…changed it.”

“Changed? What do you mean, Potion only effects humans,” said Marcy as she walked closer to Otto. Her gun pointed right under his chin, pushing his head up.

“It’s true, d…don’t go near it. CP501 interfaced with the nanites the computer produced, it’s the host.”

“6 minutes left.”

“Take us there now Otto or I’ll rip that mask off this instant,” Leo said as he quickly grabbed Otto’s gas mask. He tugged at it with his hand, pulling him out of the room.

Otto was thrown outside into the hallway and impacted the wall with a thud. He quickly got to his feet and raised his palms in the air. The man walked carefully over to the large double doors at the end of the hallway. The two agents and Midnight followed, keeping their prisoner in their sights.

“Open it,” said Leo.

Otto gently pushed the doors open to the system’s room. Inside was a circular platform with a frightening sight on top. What had once been a single, electronic sphere with an AI in its core, now was a mess. The figure resembled a metallic large pony with wings on each side. It seemed like a giant compared to a normal sized pony, even larger than Celestia’s true form, towering over 10 feet. Dozens of cables and pipes were plugged into random spots on the computer. The supercomputer now had glass, dark red eyes, lighting up brightly in the room. As it opened its muzzle, the inside had constant moving parts, all leaking with overflowing Potion.

“Oh wow that’s pretty nasty,” Leo said as he pointed his gun at the figure.

The creature shrieked loudly as it opened its wings and eyes wide. The creature stood up and pulled itself free of the cables and pipes. Doing so greatly increased the density of the potion mist in the room. Each second the system vented the substance into the air.

The two agents could barely contain themselves and clamped both hands on their skulls, screaming in pain. Otto merely screamed and fell backwards, unable to resist the nagging nannies in his mind. His implants failed him so close to the source of the mist. The man kicked and gasped for air as he held his throat with his hands.

“Don’t think about anything, if you do, the emotion lock will fail!” shouted Midnight through the shrieks of the creature.

“W…won’t be difficult for that guy over there,” Marcy joked as she fired blindly at the creature.
“That was cheap Marcy,” replied Leo as he fired as well.

“How can they joke at a time like this?” Midnight thought to himself.

“3 minutes left”

The unicorn blew the smog around the group with a spell from his horn, distancing as much as he could from the agents. Otto didn’t make in time as his body melted, the potion overtaking his human form. The horrific creature galloped toward the group. With each step of its electronic hooves, large amounts of potion seeped out of its body, dripping to the ground. With each shot more holes emerged with increasing fluid leaking out. When the creature got close its hooves attempted to trample Leo and midnight. The pony and human dodged to either side of the creature and kept their distance.

“Stay away from it! Interceptor we need you to fire an EMP into the factory at our location,” Ordered Marcy.

“1 minute, I can’t fire that deep at your location from out here. You will have to both use your controllers in close proximity. It will burn your devices out however.”

Marcy and Leo slipped each of their golden controllers off the back of their hands. Quickly they inputted a small command countdown for each. Both agents threw their devices in the air to the equine and collapsed on the ground to their knees.

“Catch them horse, that stuff won’t affect you,” said Leo with little breath in his lungs.

Midnight caught the both devices in his mental, magic hold. He jumped up and landed on the back of the large machine pegasus. The stallion held onto the hot, scolding metal with his hooves and pressed the devices against the creature. At first, the sound in the room was silent. Midnight feared slightly that he was going deaf for a moment before the loud sound went off on the creature. The sound was a loud, high pitched hum with mixed in scrapping sounds.

Immediately the creature collapsed on the ground, its flickering lights and controls going out. The mist it was shooting out from its vents eventually stopped producing gas. Midnight blinked a few times and quickly blew the remaining mist in the room away. He jumped off the creature and rushed over to the collapsed agents, quickly releasing them from his spell. To the stallion’s horror he saw that neither one was moving as they lay on the ground.

“Oh no, you two have to wake up. Keep breathing on me now.”

Midnight shook Leo and Marcy with is front hooves, urging them to wake up.

“Ugh, those were worth years of my paycheck. The chief is going to kill us,” Leo said as his consciousness returned to him.

“No you already have that accounted for that time in Reno, or when you mixed in 10 tons of alcohol into that city’s water supply, or the time…”

“OKAY! I get it. Good, still have these with me.” Leo bended his thumbs and got to his feet.

“WELL I DON’T!” screamed a light purple earth pony behind them.

It was now the angry, transformed Otto in pony form.

“Settle down, with the system down you and the rest of town will remember that you used to be human. Besides purple is an improvement for you,” Said Leo as he pointed his gun at the fresh new newfoal.

“No don’t kill him, he is a pony now. So he falls under Equestrian judicial system. I hear the moon is nice this time of year, though you might want to start begging now if you don’t want to end up a lawn ornament,” Midnight smugly said.

****

“It seems System 72 has gone offline,” said a blond man in a tan and white suit. The man spoke to a large holographic monitor to an unshaven dirty human. The human wore a baggy shirt with a small HLF badge logo on his left side of his chest.

The room around him seemed like a small forest that could only be seen on the equestrian side of the border. A single tree, pure and tall sat in the center of the simulated room, with grass surrounding the man and the large oak.

“So you are finished then?” asked the Human Liberation front member.

“No, I’ll keep supplying your group. Actually this was a success.”

“How? The system was destroyed and the ponies no longer follow you in town.”

“The CP501 program worked as intended, I still have it. It won’t be long till Celestia halts her production of Potion. If not then she will have a large pony problem on her hooves.The monitor clicked off as the man sat leaning up against the tree. A single cream cat walked up and jumped up on his lap, mewing for attention. The man gently stroked the feline as he thought to himself.

“This country and this world is mine, I won’t let you take it from me.”