Warrior of Love, Sweetie Honey!

by CrowMagnon

Rating: teen
Tags: Comedy, King Sombra, Other, Adventure, Crossover, Big Macintosh, Babs Seed, My Little Pony: Friendship is Magic, Sweetie Belle
Length: 18662

In the near future, a beautiful warrior maiden with mysterious powers must save dystopian Manehattan from falling into the hooves of a brutal tyrant.

In Equestria's not-distant-enough future, while the rest of the kingdom recovers from the ravages of war, the city of Manehattan has become a cesspool of crime and corruption. While Mayor Orange works tirelessly to reclaim the city from the gangs and syndicates, the crimelord known only as the Shadow King controls the criminal underworld.

When even the most honest citizens are forced to resort to crime in order to survive, can there be any hope for Manehattan's future? Orphaned teenagers Pound and Pumpkin Cake doubt it, no matter what their guardians try to tell them.

This may change, however, when a beautiful and mysterious unicorn warrior emerges to face the Shadow King's army of thugs, monsters and mutants. With a shining crystal blade to pierce through the darkness, and a seemingly limitless supply of talents (and costumes), the Warrior of Love, Sweetie Honey, may yet shine a light upon Manehattan's future.

(Cover image by Tofutiles)

Published 2013-04-03 16:00:01 UTC
Last updated 2013-04-03 16:00:01 UTC

Ep. 1: The Warrior of Love Returns!

Manehattan, Year 16LR (Luna's Return)

Eight hooves pounded against the filthy streets as a pair of teenagers raced for their lives under a thick, overcast night sky.

The one in front was a male pegasus with a pale coat contrasting with dark brown mane styled into a pompadour. Though solidly built with large, strong wings for a pegasus his age, he kept them tucked against his sides in order to keep from pulling too far ahead of the unicorn mare just behind him. A dull greenish tint in coat, her curly orange mane kept bouncing around wildly. The blue ribbons that were tied to the ends of it did nothing to keep her hair from getting in her eyes as she struggled to keep up. Each of them carried saddlebags that were full to near-bursting, further exacerbating the strain on the unicorn.

Already unsteady on her hooves, she let out a yelp as she tripped over a loose stone in the road. This sent her tumbling over herself, her saddlebags spilling open. Fresh bread and fruit tumbled out onto the street, and the young stallion quickly skidded to a stop when he heard her fall. Looking back to see her start picking up the fallen food with her magic, he hurried to her side to pull her up.

"Leave it, sis! We've gotta go before they catch up to us," he urged.

"But there isn't enough," she replied, frantically struggling to ignore the pain in her ankle as she focused on stuffing her saddlebags. "Besides, I... I think we lost them."

A wicked, sadistic laugh reached their ears, echoing down the otherwise empty streets. Both ponies looked back the way they came, but instead a pair of burly pegasi stepped out of the alleys in front of them. "Bzzzt! Ooh, sorry, my little ponies, but you's both wrong." The one talking was a brutish stallion with a sickly green coat and a patch over his left eye. He wore a horned helmet on his head and a suit of scrounged-together armor, as did his companion. So did the half-dozen other pegasi who started emerging from the shadows or looking down at the siblings from the rooftops.

The sound of sniggering laughter surrounded the brother and sister as they braced themselves, back to back. All the while, the thugs stalked closer and closer. Sneering down at the duo, the green one said in a thick, lower-class Manehattan accent, "Of course, you's shouldn't've expected ta get very far after stealin' from a pegasus gang."

"You stole this food first," the unicorn defiantly retorted, but this only got a round of laughter from the thugs. Faster than she could see, the leader of the group was right next to her, and she felt cold metal against her cheek as he held the edge of a wingblade against her face.

"Woah, boys, looks like we got ourselves a little miss smart-flank here," he taunted with a derisive sneer as she glared daggers at him. "In case you's been livin' undah a rock or somethin', you should know dis is Hurricane turf. We own it an' everything in it, so if we take what's ours, that ain't stealin'. Get it, my little pony?"

Seeing his sister in trouble, the pegasus brother angrily shouted, "Let go of my sister, you creep!" He was about to lunge at the green pegasus, only to get held back by two others while the leader moved his wingblade down toward the unicorn's neck.

"Your brother don't seem too smart. He don't get how dis works. See, you stole from us, so we's gotta get compensation fer our troubles. And you're gonna be givin' us a loooot o' compensation." He looked the young mare over in ways that made her shudder with revulsion. "Hmmm, not da prettiest little filly I've ever seen, but that's okay. In my experience, the homely ones are more... grateful."

As this drew a new wave of laughter from the gathered thugs, the young mare ground her teeth. Her eyes almost literally burned with rage. "Homely? HOMELY?!" Anger overpowering self-preservation, she started to focus magic through her horn, but never had the chance to let off a spell before the green pegasus whacked her horn with the flat of his blade. With the magic built up but given nowhere to go, the resulting backlash caused her to shriek in pain before she collapsed to the ground, though still conscious and whimpering.

"Let this be a lesson to ya, kiddies. Anger makes ya stupid," the green pegasus taunted, smirking evilly at the now furious and struggling brother of the pair. "Now settle down, we're not monsters. We're jus' gonna beat ya to within an inch of yer lives so's you's remember who owns this neighborhood from now on. The Hurricanes do whatever we want, and ain't no one t' tell us--"

"Nnnope!"

The Hurricanes all looked toward the source of the deep baritone voice that had interrupted their leader. Standing in the middle of the road was a big red earth pony wearing a dirty brown cloak. He glanced impassively over the gang members before saying to the teenaged siblings in a thick country drawl, "Pound... Pumpkin... time tah say good night tah yer friends an' mosey on home."

One of the Hurricanes, seeing that they weren't being taken seriously by the newcomer, flew down to hover in front of the earth pony. Brandishing his wingblades, the Hurricane scoffed, "Hey, where do you's think you are, farmboy? This is Hurricane turf, so you's gotta show some respect! You know who we are, don't ya?"

Big McIntosh looked the pegasus in the eye with a bored expression for several seconds before replying, "Eeyup. But we got dinner on back home, an ah wanna get back 'fore it gets cold."

The eye of the gang member harassing him twitched angrily. "Why you son of a--" Before he could finish, Big McIntosh suddenly moved forward, headbutting the pegasus in the face with enough force that he was sent flying back at least twenty feet before he even hit the ground, and continued bouncing across the street until he slammed into the side of a broken-down cart left on the side of the road.

The other five gang members gaped in shock at the ease with which one of their own was swatted down. Pound Cake took advantage of the loosened grip of those holding him, wriggling free in order to reach his twin sister. The remaining Hurricanes didn't pay them much mind as they focused on the earth pony. The green one was first to recover, pointing at Big McIntosh as he shouted, "Don't jus' stand there, ya mooks! GET'IM!"

Shock turned to anger as the Hurricanes flashed their wingblades and flew at the big earth pony from all directions. He proved to be surprisingly agile despite his size, leaning and hopping out of the way whenever one would slash at him, all the while drawing closer and closer to the twins. Every so often, he would throw a kick or a headbutt at just the right moment to catch one of the gang members and send them flying, but as good as he was, one of the pegasi spotted an opening in his defenses.

"Gotcha!" The wingblade slashed out toward Big McIntosh's chest, aiming to slash into his heart. Even if the earth pony did manage to bring a leg up to defend himself, it would still be a crippling blow, if not severing the leg entirely.

*CLANG!*

The gang member felt rattled and thrown off-balance as Big McIntosh did indeed bring up a foreleg to block the slash. But instead of slicing through flesh and bone, the blade was stopped by steel plate. The pegasus gulped and saw that, instead of armor protecting the leg, the armor was built directly into the earth pony's foreleg, which was made of red-painted metal all the way up to the shoulder and beyond.

"C-cyborg?!"

That was the only word he got out before Big McIntosh shrugged away the wingblade and hoof-punched the thug through the boarded-up storefront of a long-abandoned candy shop.

"Eeyup."

The green pegasus glowered as he realized what they were up against. Or rather, what he was up against, as the earth pony bucked the last of his underlings headfirst into a water tower. Realizing that he was outgunned, he came up behind Pound Cake and held his blade up against the youth's throat. "You stop right there! I got no problem givin' this kid a new smile, so you's just turn around an' walk away! Ya got it? Turn around an' get outta here!"

Big McIntosh carefully studied the situation for a few seconds before he turned away from the pegasus and the twins and started to walk away.

"Yeah... that's right. You jus' keep walkin', plot-head!" The pegasus crowed victoriously, watching distance increase between himself and the cyborg pony. So focused was he on Big McIntosh, however, that he didn't notice Pumpkin Cake's horn glowing again until with a snarl, she shot a beam of bright light straight into his eyes. The blinding flash was so sudden that he recoiled away, giving Pound the chance he needed to get free again and hurry away with his sister.

"Gah! You little snots! I'll cut you's up into little pieces an' sell 'em to the griffons as dog food! I'll hurt ya so bad your ancestors'll feel it!" Rubbing his eyes until the burning spots faded away, the green pegasus was just barely able to see the big earth pony kick out with his back legs. Considering that he was still over fifty feet away too far to have any hope of hitting him, the Hurricane would have laughed if not for what happened next.

Big McIntosh said, "Rocket Buck."

The joint between Big Mac's hind hooves and his ankles erupted as said hooves flew away from his body, propelled on jets that sent them flying with astonishing accuracy and speed. The Hurricane didn't even have time to let off another vulgar epithet before the first one struck him in the chest, knocking him back so that the second could catch him under the chin like the worst uppercut he'd ever been on the receiving end of, multiplied twenty times over. He was unconscious the instant it hit him, and the rocket-propelled hooves continued to carry him through the air until he slammed into a brick wall.

Meanwhile, Big Mac came back down on all fours. The instant his Rocket Buck had deployed, metal rods had projected from his ankles to replace the discarded hooves, allowing him to walk like normal as he turned back around to face the twins who were rushing toward him. After the three ponies shared a friendly nuzzle, Big Mac asked, "Y'all alright?"

"Yeah, just a little sore here," Pumpkin replied, reaching up to rub her horn. It was still twinging after getting smacked, but the fact that she had been able to cast any magic at all showed that it wasn't badly damaged.

Big Mac nodded and told them, "Alright, y'all get on back home now. Cousin Babs made apple bread, an' y'all should hurry if ya want t' get any. Ah'll just hoof these fellers over to th' police."

The teens swiftly agreed and started racing back down the street while Big Mac started rounding up the thugs. In the process, he noticed the saddlebags Pumpkin had dropped, as well as the spilled food. More than the twins could have possibly bought on the meager bits they were given each week.

Ah don't like it, he thought as he picked up the bags and slung them over his own broad shoulders. Ah don't like it, but that's the world we've given 'em. It'd take a miracle t' change things now.

SWEETIE HONEY
The Warrior of Love Returns!
or
Catastrophe in the Big Orange!

In the year 4LR, Princess Celestia and Princess Luna vanished. Nopony knows why, or where they went, but in their absence it fell upon the recently coronated Princess Twilight Sparkle to fill the gap they left behind. But Princess Twilight was still young and had yet to come into her full power as an alicorn, let alone the ways of the court. It took nearly everything she had simply to raise the sun and moon each day.

With the authority of the crown waning due to Princess Twilight's growing inability to manage the duties of office while also governing the passage of day and night, she called upon her brother and sister-in-law, Prince Shining Armor and Princess Cadance of the Crystal Empire, to help her rule Equestria.

In the year 6LR, the meteors struck. Huge chunks of black rock fell from the sky, devastating many of the major cities and communities of Equestria. Thanks to Prince Shining Armor's presence, Canterlot was shielded from the terrible rain of stones, but the strain proved too great, and he ended up giving his life to protect the ponies he loved.

As if that were not enough heartache for Princess Twilight to be forced to bear, the town of Ponyville was among those destroyed beyond repair. The home of her dearest friends, Her Highness mourned not only her brother that day, but three of the Elements of Harmony as well. Pinkie Pie, Rainbow Dash, and Fluttershy each sacrificed themselves in order to save as many ponies as possible, and were immortalized as heroes of the realm.

With so many homes and families broken, those who couldn't work and had nopony to take care of them were sent elsewhere. Many refugees from all over Equestria found themselves drifting toward Manehattan, one of the cities least damaged by the meteor strikes.

In the year 7LR, the dust thrown up by the meteors continued to darken the skies despite the best efforts of the pegasi. It was under this unending shroud of darkness that the demon ram Grogar rose up after thousands of years of slumber, raising an army of twisted, evil creatures that threatened to overrun the weakened Equestria.

With Celestia and Luna gone, and the Elements of Harmony rendered inert, Twilight and Cadance led their little ponies against the demon ram, but time and again they were forced to fall back in the face of Grogar's overwhelming dark power, losing their friends Rarity and Applejack in the process and leaving Princess Twilight the only surviving bearer of the Elements of Harmony. Even the reluctant help of the reformed Discord could only slow the advance of the monsters at Grogar's command, the power of chaos proving a poor weapon against those beings which reveled in it.

When all seemed lost, however, and Equestria had all but fallen into eternal darkness, the hope of all ponies gave birth to a new light which shone through the gloom. A mysterious heroine appeared to do battle with the forces of Grogar, wielding a blade of shining crystal. Through many battles, she destroyed Grogar's most powerful lieutenants before engaging the demon ram himself.

Nopony was there to see the final battle, but this much is known: Grogar was destroyed, pierced through his black heart by the crystal blade. Its wielder, however, had vanished without a trace. Over the next few years, rumors would surface that she had been seen in one corner of Equestria or another, but such rumors never led anywhere, and eventually died out.

Now, nine years after Grogar's defeat, the damage done is still being felt. Though the Princesses have done their best to rebuild Equestria, their ability to heal the wounds has been limited, and focused primarily on the regions that were most affected. Manehattan, once thought to be a safe refuge for those who had lost their homes, is now full to bursting with Equestria's refugees. Low employment and increasingly shabby living conditions have given rise to crime waves which overwhelm the ability of the police force to contain it.

Where good, honest ponies once walked the streets freely and without fear, gangs have now risen and taken control of large sections of the city. With legitimate businesses scared away by the increasing gang threat, even honest ponies have found themselves forced to resort to crime just to survive. That's the way it's been for years now, and there are foals growing up today who don't even remember living any other way.

There is still hope, however. The newly elected mayor, Mosely Orange, was voted into office on the promise that he would devote his personal fortune toward rebuilding the city and ending the culture of crime that has infested it. Thus far, he has lived up to that promise, and the police force is once again holding its own against the gangs, offering the citizenry a chance to reclaim their lives and businesses.

Sometimes, however, the brighter the light shines, the darker the shadows that it casts. For all of Mayor Orange's efforts, there are forces at work actively undermining his efforts. Rumors abound of a crimelord... a Shadow King ruling over the criminal underworld with an iron hoof. At the moment, Mayor Orange and this Shadow King maintain an uneasy stalemate, but while the Mayor and the police are giving it all they have to restore order to Manehattan, the Shadow King's strategy and power remains largely unknown to them.

If the dark forces of the underworld are holding back, and unleash their full might against this city, then we will need more than hope. We'll need a miracle.

We'll need a guardian angel.

The next day, Pound and Pumpkin followed their other guardian to City Hall. After Ponyville was destroyed and Big McIntosh too injured to help rebuild what was left of Sweet Apple Acres, Babs Seed's family had taken the stallion in, along with the two young foals who had lost both of their parents and the vibrant pink ball of energy who had lived with them and helped raise them like a big sister.

That was when things had still been relatively good for the city of Manehattan. Before Grogar and his armies had attempted to conquer Equestria in its moment of weakness. Even when things turned bad, though, Babs and her family never even thought of giving up the Cake twins or their disabled kin. Instead, at a still young age, Babs threw herself into trying to find a way to fix the problems that plagued her family and city.

She dabbled in mechanical engineering and, finding it suited her, devoted herself to the discipline. The day that she developed a working prosthetic leg for Big McIntosh was the day she came home with the image of a gear and monkey wrench on her flanks. So excited was she at the prospect of giving her cousin a chance to walk again that she hadn't even noticed what should have been the defining moment in a Cutie Mark Crusader's life.

Despite the growing lack of honest work in Manehattan, Babs had found an eager market for her prosthesis among those who had been maimed by the meteors or the war. There was always somepony who needed help, and though she never gouged her needy customers enough to ever become wealthy, she insisted on taking in other orphans as Pound and Pumpkin grew up enough to act as big-brother and -sister. It helped even more when her experiments with Big McIntosh perfected the prosthesis to the point where he was almost as strong as before his injuries, and considerably more durable, as well as possessing a few extra tricks in his now mostly-mechanical body.

Pound and Pumpkin loved their new family dearly. They loved Big McIntosh and Babs every bit as much as the few memories they still had of their birth parents and Pinkie Pie.

What they did not love, however, was being dragged to an impromptu civics lesson.

"Whyyyy do we have to doooo thiiis? We just wanted to heeelp, and they were bad guys anywaaaay," Pumpkin whined, bringing her voice to the most grating pitch imaginable to express her displeasure at the situation. Unfortunately, though it might have had some effect if they were captured by Diamond Dogs, Babs Seed was much tougher.

"I told you," the stocky earth pony replied, taking a moment to blow her bangs out of her eyes, "I don't care why or from who. You weren't raised t' be thieves."

"What else could we do," Pound asked. "You can't bring in enough bits to feed everypony all by yourself, and there aren't any other options out there."

Babs turned to look over her shoulder at Pound, fixing him with a stern glare even as she blew her bangs away again. "An' that's why you's comin' with me. I know you don't remember how Manehattan used t' be. That's why you need t' hear what Uncle Orange has t' say. Maybe then you'll start thinkin' 'bout how t' make this city a bettah place 'stead of just goin' with th' flow."

The twins groaned. They'd heard the same sort of speech many times before, but it always felt like something that was out of reach. Certainly beyond the abilities of two teenagers to do anything about. For the vast majority of their lives, this was the world they had lived in. Happier times when Equestria was truly the land of harmony that their guardians claimed it was seemed so vague and far away. More like a dream than a memory.

Still, they followed Babs to the large square in front of City Hall, if for no other reason than because they knew they didn't really have a choice in the matter.

The square was sparsely populated, though a few dozen ponies had gathered to hear the Mayor speak, not counting the police who were present for security purposes. Of those who were present, at least half of them were with the press. Due to the sparse gathering, Babs found a good place for the trio to sit, settling down just as the Mayor stepped outside.

Pound Cake sighed and flexed his wings a little as he tried to settle in and wait out whatever speech the Mayor had planned. Despite the flashbulbs going off as Mayor Orange approached the podium, he found it rather easy to start tuning out the world around him. All he would have to do was put himself into a trance-like state until Babs said they could go back home.

And then she came into view, instantly dragging his consciousness back into the temporal plane.

Following just behind Mayor Orange was his secretary, but as Pound Cake's eyes locked onto her, she might as well have been a Princess. She was a lilac unicorn with a short blue mane that framed her gorgeous face. Her neck and legs were long and shapely, her figure a pinnacle of feminine beauty unrivaled even by the supermodels in the magazine he didn't have hidden under his mattress.

For all that, though, it was more than just her physical beauty that captured Pound Cake's attention. There was a sort of aura surrounding her. A warm, gentle purity that exuded from her, twinkling in her green eyes as she smiled. Her smile was so sweet and honest, it could make the deepest pits of Tartaros seem like paradise.

"Ooh, you've got it baaaad for her, Pound," Pumpkin teased, shocking him out of his internal monologue and back to the grimy streets of Manehattan. Nudging him with a sly grin, she whispered, "Let me guess, now you're suddenly interested in politics?"

"Wha- no, I- Sh-shut up," he stammered, feeling like his face was about to catch ablaze, as much as he was blushing. If only he could transfer that heat to his bratty sister and set her on fire... "I wasn't even looking at her..."

"Oh, so it was the Mayor you were drooling over?"

"... No, it was her..." he admitted, hissing it through clenched teeth. Better to endure the lesser of two taunts, even though he knew it would be a long time before Pumpkin would let this go.

His twin sister giggled and leaned over to nudge Babs. "Looks like our little stallion's got himself a cru-ush~" she said in a sing-song voice. Ordinarily, this would have resulted in getting told to pipe down by the older mare, but silence was her only response. Pumpkin then turned her gaze toward Babs, only to see their guardian staring as well with a glassy-eyed, open-mouthed expression. "Wow... Babs, you too? I know she's pretty, but I didn't even think you liked mares."

Babs blinked and caught her breath as she turned to Pumpkin, her expression contorting a few times before settling into an annoyed frown. "What? No, stupid," she said, lightly cuffing Pumpkin upside the head. "It ain't like that! She jus'... she looks like somepony I used ta know." Babs then looked at the secretary again while Mayor Orange began his speech. Whatever he was saying had apparently taken a sudden back seat to what was going through Babs's head as she focused on the unicorn mare's features. "Her coat an' mane are different, but... her face, her eyes, the way she moves... it's exactly like I always imagined she'd look all grown up... but that's impossible. It can't be her."

"Hmm? 'Her' who," Pumpkin asked, suddenly curious. But Babs wasn't paying attention and Pound was back to staring, leaving Pumpkin the only one of the three to be subjected to what the Mayor was actually saying.

"As we speak, the brave stallions and mares of the Manehattan police department are rooting out gang strongholds and dens of organized crime," Mayor Orange proclaimed. "With the help of every good, honest pony in this city, we can only be more effective at ending this scourge once and for all! For those of you who say it is too hard... too dangerous... that this is the way the world works and that it can't be changed... I urge you to remember that it wasn't so long ago that the Manehattan we see today would have been unthinkable!

"Since it's foundation, when the Orange family helped build the first shops and homes of what would one day grow into a vibrant, thriving metropolis, Manehattan has always embraced the values that we as Equestrians should all hold dear to our hearts: Friendship, community, and cooperation. Yes, the last ten years have seen those values strained, but what is a decade in the eyes of history? A mere nothing! The heart of Manehattan still beats within us all, and we have only to listen to it. To stand as one, and work to reshape this city into the true Manehattan! The Manehattan where children don't need to learn to steal in order to eat! The Manehattan where ponies don't have to live in fear of the gangs or the muggers! The Manehattan that we all wish to live in, and the Manehattan that wishes to live again!"

Mayor Orange then pointed a hoof up at the overcast, dust-clouded sky overhead, and proclaimed as earnestly as she had ever heard anything said before, "Help me reclaim this city from those who would poison it, and as the Princesses are my witness, we will bask in the light of the sun once again!"

Pumpkin raised an eyebrow as she listened. The words were familiar enough, and she and Pound had dismissed them as wishful thinking, but... well, hearing them spoken in person, hearing the conviction in Mayor Orange's voice when he said them... for a moment, she let herself imagine what the city might look like if the shops weren't boarded up and abandoned. If the litter was cleaned up and the parks were green and vibrant again, instead of sickly and dull like everything else in the dimly-lit city. What it might be like to see a blue sky again outside of a picture book or filmstrip. When the gathered ponies started stomping in applause, she found herself joining in.

As the applause faded, a small pinkish-purple earth pony filly dressed up in an oversized fedora and sunglasses approached the podium. "Mistah Mayor! Mistah Mayor! Can I getcher pitcher for the Foal Free Press?" Awkwardly standing up on her hind legs, she held up a camera that looked even bigger than she was, eliciting a wave of "D'awww" from the gathered ponies.

Mayor Orange, smiling warmly at the filly. "Well of course! Make sure to get my good side," he chuckled, standing ready while the mini-reporter fumbled around with her camera.

Eventually, she got it aimed at him properly and said, "Okay, Mistah Mayor! Saaaay 'chaos!'"

"Chaos," the Mayor replied with a cheesy grin which quickly turned to one of confusion. "Wait, don't you mean 'cheese?'"

The camera clicked, and instead of a bright flash of light, darkness erupted from the flashbulb like a smokey cloud that swiftly consumed the entire square. Ponies screamed in surprise as they were blinded, and frantic hoofsteps could be heard as some tried to escape by running around in a panic. Somehow, despite the pandemonium, Babs and the Cake twins could hear the filly giggle, "Oopsie! Silly me, I put the flashy-thingy in backwards!"

Babs frantically looked around, but couldn't even see her own hoof in front of her face. "Pound! Pumpkin! Stay right where you's are! Don't try t' move around in this, or you'll get lost!" She tried to reach around to find the twins, knowing that they were sitting right next to her, but her heart leaped into her throat when she couldn't find them. "Where are ya?!"

"Right here, Babs!" That was Pumpkin's voice, seeming to come from the opposite direction she had been before the cloud surrounded them.

Pound replied, "Me too! I haven't moved," though his voice sounded like it was coming from far away.

Babs sighed in relief, glad that at least they were unhurt. "Okay. Pumpkin, light up your horn so I can spot ya!"

"O-okay, Babs! Here I-- OW! Ah, it hurts!"

"Pumpkin!! Babs gulped, trying to swallow down the panic she was feeling. She was lost. Blind. Trapped. Alone. All of her baser instincts were telling her to run. To escape. But she couldn't do that. Not without the twins. Reaching for her saddlebags, the mare blindly rummaged around among the tools that she kept with her at all times, eventually finding the one she was looking for. It was a flashlight with straps that she used to fasten it to her head. Once it was in place on her head, she reached up to flick the power switch.

The beam of light shone through the darkness, dispelling just enough of it for Babs to make out Pound and Pumpkin's shapes nearby, right where she had left them instead of where she had heard them. Occasionally she would catch a flickering glimpse of the silhouettes of other ponies running around, and was terrified to think of what might have happened if any of them had given in to their panic. She quickly hurried to embrace the twins, holding them close. Getting a closer look at the woozy unicorn, though, she gasped. "Pumpkin... your horn!"

Pumpkin groaned, rubbing her head. "Uuh... wh-what's wrong with my horn? It's not cracked, is it?!" The young mare gasped at the thought of the hit she took the previous night having done serious damage.

Babs looked over Pumpkin's horn, the light revealing that it had black crystals embedded in it. "It's... it's not cracked, but don't try to use no more magic for now, 'kay? Just stick close. I'll try tah get us outta here, so don't let go o' me, got it?"

"What about the Mayor and everypony else," Pound asked.

Pumpkin nodded in agreement. "We can't just leave them stuck here!"

Babs grimaced, but replied, "Uncle Orange has the police here ta help him and everypony else. I need ta focus on keepin' you two safe!" Though reluctant, they allowed her to lead them away. They didn't get far before stopping, though, as a pair of enormous eyes opened in front of the pony trio.

The eyes were monstrous, and not merely in size. Hellish red irises against green sclera, a dark purple miasma seemed to flow up from them, blending in with the inky darkness surrounding them. The eyes focused on the three frightened ponies, and a huge mouth opened into a predatory fanged grin. As Babs and the twins trembled at the terrifying sight, the face chuckled darkly and flowed away from them. At the same time, the bubble of darkness surrounding everypony vanished. Not like a soap bubble, disappearing into nothing, but swirling about the ponies, gathering into a single point.

As the darkness coalesced, it took on a form of a tall, powerfully-built unicorn stallion with a grey coat and black mane, his body covered in regal armor. After more than a moment to look at him, though, it would be more accurate to say that he had the appearance of a unicorn. He possessed the monstrous eyes and fanged grin that Babs and the Cakes had seen menacing them in the darkness, and his horn was curved, turning red toward the tip in a way that none of them had ever seen before.

"Mister Mayor. That was a very pretty speech," the newcomer growled. Though his expression was jovial in a predatory way, his voice had a deep, feral quality that would have sounded more at home coming from a dire wolf than a pony. Mayor Orange and his secretary were huddled together behind the podium, the police bracing themselves to protect them. Those reporters and camera crew who hadn't panicked and fled too far from their equipment quickly started taking pictures, though the dark unicorn paid them no more mind than if they were insects.

The Mayor narrowed his eyes and stood up to his full height in order to face the menacing unicorn. "And you are...?"

"Hey, lookit yer pitcher!" The purple filly from before suddenly leaped up in front of Mayor Orange's face, having discarded her fedora and sunglasses. This enabled her to hover in the air in front of him, somehow held up by the propeller beanie she wore, excitement gleaming in eyes that were not like a pony's eyes, but were instead spiraled and seemed to be constantly spinning. Mayor Orange couldn't meet her gaze for long before he had to blink and look away, and she waved the photograph she had taken of him.

There he was in the picture, standing there with a confused expression. Instead of his suit, however, for some reason the image of him in the photograph was wearing a gaudy flower-print shirt.

"Ahem... Screwball, the adults are talking," the unicorn growled.

Screwball sighed. "Boooriiing~" She reached down to yank one of her hind legs down, then seemed to zip upward, rolling up like blinds before winking out of existence and popping back into view on the dark unicorn's back.

"She's a good child, but does get underhoof sometimes," the unicorn said, reaching back to pat Screwball, who thumped her hind leg and panted like a puppy. He then turned his attention back to Mayor Orange. "As for who I am, your little ponies have taken to calling me the 'Shadow King'. A fine name, but I already have one of my own... King Sombra."

Those who knew the name, including the Mayor, gasped in disbelief. "Sombra of the Crystal Empire? That's impossible! He was killed fifteen years ago!"

The unicorn calling himself King Sombra let out a deep, dark laugh that reverberated throughout the square. "As you can see, Mister Mayor, rumors of my demise were greatly exaggerated."

Mayor Orange narrowed his eyes and pointed his hoof at Sombra. "Officers, arrest that stallion!"

Pumpkin saw the unicorn officers step forward, and noticed the dark crystals marring their horns. She cried out for them to stop, but the voice of one lone mare in the crowd didn't get through to them before they began to charge up spells. But Pumpkin had been trying to cast a simple light spell while the officers were trying to channel enough magic to try to take on a monster like Sombra. Almost instantly, they recoiled and even the hardiest of them screamed in agony as they collapsed from the crippling pain of magical backlash.

Fortunately, this didn't stop the earth ponies and pegasi on the force from launching themselves at Sombra. Unfortunately, this didn't stop them from launching themselves at Sombra, as they were suddenly ambushed by another, even more monstrous creature.

An enormous blue shape slammed into the cobblestone street between them and the Shadow King. More than twice the height of even Big McIntosh, the monster had the appearance of a feline-simian hybrid, and swatted away the first few pegasi unlucky enough to end up in range of its bulky forelegs.

It didn't wait to give the others time to react, lunging for the earth ponies instead. Most didn't have fast enough reflexes to avoid its surprisingly swift attacks, and were easily knocked away by huge blue fists. One earth pony and two pegasi were able to avoid its assault, flanking the blue behemoth in order to latch onto its back and try to bring it down. This proved to be a mistake as the monster's tail came up and grabbed the earth pony by the neck with the hand at the end of it. Prying the officer off, the creature then swung him around, using the helpless earth pony as a flail to bludgeon the pegasi.

Babs grimaced as she watched the officers get stomped by Sombra's enforcer. Quickly flicking off her headlight, she began rummaging through her saddlebags for a specific item. "Of course I jus' had t' leave home wit'out my grenades today. 'Who needs 'em?' I says. 'It's a political rally,' I says..."

All too soon, the police were completely neutralized. Those few who were still conscious were too injured to get up again, leaving Mayor Orange and his secretary to face Sombra, Screwball, and the blue monster alone. "I'm the one they want," Mosely muttered to her out of the corner of his mouth. "The instant you get a chance, run..."

"How chivalrous of you," Sombra said with a fanged smirk. "Chivalrous, but unnecessary. I came to talk, and my friend Ahuizotl here simply removed those who would get in the way of our chat."

"You should have brought more. My cats could have handled that few without me," Ahuizotl said with a bored tone as he inspected his nails.

Mayor Orange gulped, his throat feeling completely dry, but he set his jaw as he asked, "And what could you and I possibly have to talk about, Sombra?"

When Sombra moved, he didn't walk. Instead, his hooves transformed into clouds of shadow that allowed him to glide a few inches off the ground as he circled around the Mayor like a stalking wolf. "Why, the terms of your employment, of course. I was thinking of simply killing you after the election, but your little speeches were so touching, I thought we could accomplish so much more if we worked together. You would be the pleasant, friendly face, while I would go about the business of ruling my new kingdom. You can keep your office and your toy soldiers. All you have to do... is whatever I command of you."

Mayor Orange followed Sombra with his gaze, managing to do so despite Screwball trying to distract him by making silly faces from atop the dark unicorn's back. "No," he replied, resolutely, drawing a snarl from the self-proclaimed king. "I was elected to this office by the ponies of Manehattan. I won't sell them out to some petty crime-lord with delusions of grandeur!"

Sombra suddenly lunged toward Mosely, roaring in his face with an expression of pure, murderous rage. After getting that out of his system, Sombra looked at Mayor Orange and laughed again, though it carried a more blatant edge of malice than before. "And how many actually bothered to vote for that 'election?' Six percent, was it? You represent fools and dreamers while I command respect in every dark corner of this city. Do the math, 'Mister Mayor', and tell me who has the larger constituency.

"Come-stitch-'n'-see," Screwball cried out, jumping up onto Sombra's head and holding onto his horn while pointing a hoof at the Mayor.

"Even if you have the numbers," Mayor Orange replied, "You don't have Manehattan's heart."

Silence fell over the square, and Screwball's mouth formed a small 'O' before she nervously sidled away, her hat somehow allowing her to do so in mid-air. Even Ahuizotl reflexively stepped back as Sombra growled, grinding his fanged teeth together. The red of his irises filled the whole of his eyes with a burning glow, and he seemed to grow to twice his size, shadowy smoke emanating from him as he loomed over Mayor Orange.

"Do not... speak to ME... of HEARTS!" Sombra's horn, grown long and jagged with his increased size, began to glow menacingly like red-hot iron. The same miasma that seemed to perpetually rise up from his eyes now surrounded his horn. Just before he could release it in the form of a spell, however, a lasso passed over his head and looped around the horn before getting yanked with incredible force.

Even if Sombra could have resisted the pull, he was too startled to brace himself before his head was twisted to the side. A powerful blast of darkest magic shot out of his horn, and instead of striking the Mayor, it struck an equally surprised Ahuizotl. The big blue monster yelped in pain as the potent magic bowled him over.

Seeing his enforcer felled by his own magic, Sombra let out the growl of a feral beast as he followed the rope (actually a nigh-unbreakable metal cable) to it's source, where Big McIntosh held the other end between his teeth.

Sombra narrowed his eyes hatefully at the cyborg earth pony. An expression which was returned his way while Babs and the Cake twins stealthily went around the Shadow King in order to reach the Mayor and his secretary.

"Hey, Uncle Orange, let's getcha outta here," Babs whispered while Big McIntosh kept Sombra distracted. Throwing a glance at the lilac unicorn, she asked, "Who's yer friend?"

"H-honey," the secretary stammered timidly.

"Honey. Okay, jus' stick with me. Big Mac'll handle King Sombrero over there," she said, though there was a clear tone of disappointment in her voice.

Not so much with Pound, who smiled dreamily as he repeated the sweet name. "Honey..." He then let out a sharp, quickly-muffled cry of pain when his sister hoof-punched him in the side of the head. "What was that for?!"

"You literally had little pink hearts floating around your head," Pumpkin hissed. "And considering how Sombra feels about them, I don't want to get caught in the blast radius if he decides to evaporate you just because you have a crush!"

Honey blinked and blushed. Pound was about to argue, but was cut off when Babs harshly whispered, "Not the time!"

"Yeah," Screwball said, shiftily glancing from side to side. "We've gots'ta be sneeeeeakyyyyy~"

Everypony nodded in agreement before suddenly doing a double-take at the swirly-eyed filly in their midst. Seeing them looking at her, Screwball asked, "What? Do I has something on my face?" Reaching up with her hooves, she peeled her own face off, leaving only a blank surface.

The sight of the blank-faced filly caused everypony else, even the adults, to cling to each other and let out a piercing scream before fleeing back into City Hall.

Hearing that combined scream succeeded in getting through to Sombra, even in his berserk state. The Shadow King was wrapped in lengths of metal cable, but still fighting ferociously against the cyborg. Turning to see Mayor Orange and several other ponies attempt to flee, however, he disengaged from the battle by simply turning himself into smoky darkness and letting the cables fall to the ground as he chased after them.

Big Mac, typically stoic to a fault, made a frustrated frown as he saw his cables fail to contain the dark unicorn. More important, though, was that Sombra was heading toward his family. "Nnnope!" He reared up onto his hind legs and aimed his left foreleg at the ground between Sombra and the other ponies. "Flashbang!"

The center of Big Mac's hoof opened up, and a small canister shot out of his leg like a cannon. It passed straight through Sombra's smokey form, but as it hit the cobblestones, the canister erupted into a burst of light and noise that surprised the cloud of living darkness, causing Sombra to recoil away. Screwball also winced and covered her ears, dropping her face in the process as it cried, "Owieeee! Too looooud!"

By the time the blinding light faded, the door to City Hall was closing behind the ponies who had taken refuge inside. Sombra growled and seemed ready to go into a rage again, but then heard the distant wail of sirens as waves of police reinforcements finally approaching the scene. After a few moments, he apparently decided that taking on the entire police force would be more trouble than it was worth, as he returned to a more solid equine shape and growled, "Screwball! Ahuizotl! To me!"

The enormous monkey-cat groaned, pushing himself upright and clutching the wound caused by Sombra's blast as he staggered on three legs to join his master. Screwball simply stretched her foreleg like rubber until she held onto Sombra and pulled herself onto his back. Once his minions were close, Sombra surrounded them with a cloud of darkness that flew up into the sky, carrying the villains with it.

Babs peered outside to see the police appear and fill the square in front of City Hall, gathering up their wounded and seeing to their injuries.

"'Bout time the coppers showed up," she said, shaking her head before blowing her bangs out of her eyes. "Where were they five minutes ago?"

Mosely Orange sighed despondently. "Spread out too thin, trying to keep the peace. I'm sorry you were put through that, Babs. I didn't expect the Shadow King to appear in person over a simple public address." He then set his jaw as he thought about the ramifications. "I'll have to send a message to Canterlot about this as soon as possible. If anypony can help us deal with King Sombra, it would be Princess Twilight and Princess Cadance."

Babs nodded, then looked past her uncle to where a smitten young pegasus was asking Honey if she was hurt at all while his sister mimed retching over the floor behind his back. She heard the lilac unicorn giggle, and the sound of it caused a series of dusty fillyhood memories to rise up to the surface of her mind in vivid color. "Uncle... how long's that mare over there worked for ya?"

The Mayor looked over his shoulder. "Who? Honey? About two years, now, though she's only been my secretary for a few months, after Mrs. Notepad moved her family to Fillydelphia. Why do you ask?"

Babs narrowed her eyes, concentrating on the mare's features while Honey carefully used her magic to remove the dark crystals from Pumpkin's horn. There was so much about her that was familiar, but just as much that was wrong, from her colors to her cutie mark of a typewriter. "There's just somethin' about her..."

Mosely looked between Babs and Honey, arching a brow at his niece's vagueness. Then his eyes widened, and he coughed into his hoof. "Oh. Oh! Well, I certainly can't promise anything, but if you want me to introduce you..."

Babs blinked in confusion before picking up on what he meant. When she did, her face turned as bright red as her mane. "Wha...? No, I ain't lookin' for a date, Uncle, sheesh! She jus' reminds me of... somepony I used ta know a long time ago. Can't be her, though. Can't be." Both of them cleared their throats, pointedly trying not to look at each other until the embarassed flush left their faces.

When it did, Babs laughed and lightly punched her uncle on the shoulder. "Ya know, that was pretty gutsy, standin' up ta King Sombrero like that. Suicidal, if I didn't have Big Mac fitted with a tracker jus' in case we ran into trouble, but still gutsy. How'd ya do it?"

Mosely chuckled and rubbed his shoulder, though it had just been a light punch. At least by the standards of his rough-and-tumble niece. "Somepony had to. If there had been anypony else to do it, I would have been happy to step back and let them. Until they do, though... I have to remind them that they can."

Babs grinned. Her ears were flattened with worry, but the smile was one of genuine pride. "Well, jus' be careful next time you's gotta make a speech. No tellin' what Sombrero's gonna do next."

"I am... sorry, your majesty," Ahuizotl said through clenched teeth. The pain of his wound was being tended to by a felid. Unlike the cats that the monkey-cat commanded, the one treating his injury was a lanky biped with a sandy coat, wearing a white lab coat decorated with arcane marks.

Sombra observed the treatment as the felid smeared a noxious paste over Ahuizotl's wound. "There is nothing to apologize for," he assured his enforcer. "That you survived at all demonstrates why we need you. A lesser being would have been destroyed outright."

Ahuizotl grumbled, still stinging from the pain of humiliation as much as his injury. Sombra then turned his attention to the felid tending to him. "How long will it be before he can return to his work, Astrophe?"

The felid busily bandaged over the wound. "Hmph... Ahuizotl's unique biology and magical nature makes it difficult to say with precision. With the help of my compounds, however, I would say no more than a week. Possibly less." He worked with the efficiency and speed of an unicorn surgeon, using his own claws to cut through the gauze when he was finished wrapping it around Ahuizotl's wound.

Sombra nodded and said to Ahuizotl, "Until then you can continue to coordinate your cats' spy network. See to it that they continue to watch the Mayor's actions and prevent any messages from reaching Canterlot." When the monkey-cat nodded in agreement, Sombra turned to walk away. "Astrophe, come with me so that we may discuss the next phase."

"Of course, your majesty," Astrophe replied, following after the dark unicorn.

As they made their way down one of the many corridors criss-crossing through Sombra's base of operations, Sombra glanced out of the corner of his eye to study the oddity of the felid's gait. Astrophe the alchemist stood taller than even Ahuizotl at full height, but only because he insisted on rearing up on his hind legs at all times. As thin and gangly as he was, it made Sombra feel uneasy as he kept expecting the felid to lose his balance and topple over from the slightest breeze. But studying the oddity of bipedal motion was not the reason why he had commanded the alchemist to accompany him.

"Is it prepared?"

"Yes, your majesty," Astrophe replied. He reached into one of the many small pockets of his coat and produced a syringe filled with a glowing purple liquid. Instead of glowing with light, however, it seemed to radiate a faint aura of darkness. "All that's needed is the final test."

Sombra grinned as he took up the syringe with his magic and held it in front of his eyes. "Excellent. Soon, the slayer of Grogar will have no choice but to reveal herself."

While Sombra walked, admiring Astrophe's work, the felid steepled his fingers together in thought. "Begging your pardon, your majesty, but is it truly necessary to risk the Princesses becoming aware of our activities, merely to antagonize the one who singlehand--... Ah, pardon my Equish. Singlehoofedly ended the war with Grogar?"

Sombra turned to look Astrophe in the eye, arching his brow at the felid. "Are you questioning my strategy, alchemist?"

"Yuh-huh!" Screwball giggled as she suddenly poked her head out of one of Astrophe's coat pockets. "He thinks you're stoooo-pid!"

The color quickly drained from Astrophe's face as he protested, "I think nothing of the sort! Get out of my coat, you slanderous little imp!" He let out a feline yowl of agitation as he tried to grab the little beanie-wearing filly, only for her to duck out of reach and pop up again from another pocket. Her giggles filled the corridor as he kept trying to catch her, and soon found himself spinning in circles trying to reach for the impossible filly.

Astrophe's futile struggles were interrupted by a second laugh joining Screwball's. The alchemist saw Sombra laughing deeply and heartily at his attempts to capture the Shadow King's "pet." The same little filly who was now riding atop Sombra's back and giggling at him. Astrophe growled and possibly would have lunged for Screwball again if Sombra didn't say at that moment, "Now then, alchemist, you were saying...?"

Astrophe held himself back and took a deep breath to order his thoughts. "I mean no disrespect, your majesty. You have given me so much opportunity and resources, of course I will contribute my part to your plan. As a scientist, my natural curiosity simply gets the better of me sometimes. I simply don't understand why you would seek out such an enemy. There could be variables that I should be aware of to better fit my work to your goals."

Sombra considered this for a moment before nodding and continuing their walk. "A fair point. Your research has been invaluable to the plan, and you have earned the right to know much. You know that I once dominated the entire Crystal Empire alone, but for all of the crystal slaves under my command, not a one lifted a hoof when Celestia and Luna invaded."

Astrophe nodded as he followed. The word more commonly used to refer to that event was "liberated", but... well, history was written by the victors, after all. When they reached a large window, Sombra stopped and turned to look over the city. It was a dizzyingly high vantage point, but one from which Sombra could watch nearly the entire city, illuminated by pinpricks of light that struggled against the thick gloom of the skies above.

"Now that I am fully restored in both body and mind, I know where I failed. Young and weak as they are, the Princesses that now sit upon Canterlot's throne would not be able to defeat me themselves, but they have sway with the populace, and that has far more power than I gave credit for in the past. The first Crystal Empire was a nation of slaves who would not fight for me. The new one will begin here, but in place of slaves, I will raise soldiers. From the dreck and mire of this wretched city, I will have warriors climbing atop one another for the privilege of waging war in my name.

"Once Manehattan recognizes me as its true ruler, my armies will seize city upon city, growing larger and stronger with each conquest. Canterlot itself will fall, and 'Equestria' will become nothing more than a half-remembered legend."

"A worthy goal," Astrophe replied, "but what does this have to do with the warrior who slew Grogar?"

Sombra placed his hoof against the window, ignoring Screwball as she balanced on one hoof atop the tip of his horn, leaning against the glass herself. "Everything," he eventually said. "It has everything to do with her. She holds a great power within herself. I seek to command the most vile, treacherous scum that this city has to offer. My strength alone can only do so much to keep them marching in line, but she has an even greater power. A power that could conceivably become a threat, but one that can also be turned to my purposes. In order to plant the seeds of the new Crystal Empire, the soil must first be fertilized with the blood of the demon slayer. It is now only a matter of creating a situation in which she has no choice but to emerge from hiding."

Astrophe asked, "And what makes you certain that she is in Manehattan, your majesty? None can reliably be said to have seen her since her final battle with Grogar, so if she is in Trottingham or the depths of the Everfree, or even in Canterlot itself..."

Sombra shook his head and moved his hoof from the window to place it against his chest. "No. No, she is here, somewhere. I don't think that I could explain it in a way that would comport with your academic sensibilities, but you could say that I feel it in my... heart." His voice growled out the last word dangerously, eyes and horn flashing red with anger as a sudden shockwave of magic erupted from his horn. Astrophe stumbled back a few steps as the window exploded outward.

Screwball let out a startled shriek as she tumbled out, screaming for her life as she saw the vast distance between her and the ground below. She clenched her eyes shut, sobbing tears of panic at her imminent, splattery demise.

"... How long is she going to keep doing that?" Astrophe rubbed the bridge of his nose as he watched Screwball hover just outside the newly "opened" window, shrieking as if she was plummeting to her death.

Sombra cleared his throat. "Screwball, come back inside now."

Hearing the dark unicorn's voice, Screwball stopped crying and peeked one eye open. Seeing that she was, in fact, not about to become a thin smear on the pavement below, the filly let out a squeal of delight and zipped over to Sombra, hugging him tightly.

"You saved me, Mistah Sombra," she exclaimed with foalish jubilation. Then she looked at where she had been hovering and mused, "Oooh, I t'ink we's gotta get a new window."

"It can wait," Sombra replied, his growling voice betraying his amusement at the chaos filly's antics. "For now, I need to draw the demon slayer out into the open."

Screwball shifted so that she was laying on her back atop Sombra's. "You wanna go play with Mistah Mayor and that pretty unicorny lady again?"

Sombra shook his head to tell her that it was too soon for that, but as he thought back to his attack on Mayor Orange's speech, visualizing the politician and his secretary, the dark unicorn's eyes suddenly went wide as he realized something that he had overlooked. A small, seemingly insignificant oversight that he had been too distracted to notice at the time.

"Yes... yes, of course," he mused, rubbing his chin in thought. Then he began to laugh, holding up the syringe in front of his eyes again. "Of course! Of course! Screwball, you are brilliant. Yes, that is exactly what we shall do. Let us arrange a 'play date' for the Mayor and his staff. And we can see the effects of Astrophe's new formula at the same time. I believe that I know exactly who to call upon for this task."

Pumpkin Cake inhaled deeply and smiled. She didn't even need to see the kitchen timer to know that the cupcakes in the oven were only a few minutes away from perfection. She and Pound had lost their parents when they were too young to have many clear memories of them, but the smell of baked goods always made her feel closer to them. Every time she made a delicious treat for Babs, Big Mac, and all the younger foals who lived with them, she felt happy and warm inside, as if there was somepony hugging her.

There was no doubt that it was her special talent, and it was reflected in her cutie mark; a pumpkin pie topped with a mountain of whipped cream.

"You ready with the frosting, Pound? I'm just about ready to take this batch out," she said with a sweetness that only seemed to find its way into her voice when she was baking.

That sweetness became tinged when annoyance when she didn't hear a response from her twin brother. "Pound? The frosting?" She turned to look and saw him leaning over the counter top and lazily stirring an empty mixing bowl with a goofy grin on his face.

Pumpkin groaned and face-hoofed. Moving up behind him, she took a deep breath and shouted, "SNAP OUT OF IT!"

Pound Cake let out a startled yelp and reflexively shot straight up to the ceiling, slamming against it so hard that he almost smashed through to the second floor. Flapping his wings so that he could drift down instead of hitting the floor with near-equal force, the pompadoured pegasus rubbed his head. "Ow... what was that for?"

Pumpkin 'hmf'ed and tapped her hoof against the empty frosting bowl.

"Oh... right. Sorry, I was thinking about..."

"Ugh, I don't even want to know what you were thinking about. Or with," Pumpkin replied with a roll of her eyes. She then used her magic to pick up the mixing bowl and ingredients so that she could start mixing up the frosting herself. "Why don't you go see if Big Mac needs any help with the foals? Just try not to get distracted and walk into the walls or anything."

Pound grumbled and replied, "Fine, I'll do that, then." Not that he had been that invested in helping his sister with the cupcakes to begin with. Though he was fairly good at baking, himself, and even had a cutie mark of a pie similar to Pumpkin's, the right angle at which it had appeared on his flank, along with the speed lines, revealed that his special talent would one day put him more at home in the police force or a local militia than in a bakery.

Leaving the kitchen, Pound made his way to the 'family room'. Big Mac was usually watching over the younger foals that he and Babs had taken in while Babs worked down in the basement to make them the bits they'd need to feed and house themselves. Pound was surprised, then, to see Babs upstairs with everypony else and engaged in the middle of a conversation with the cyborg stallion.

"Ah was a little too busy t' get a good look, Babs," Big Mac drawled. While Babs sat off to the side, he was playing a board game against DigDug and Frogger, two earth pony colts colored brown and green, respectively. "But we both know there ain't no way. 'Sides, colors were all wrong."

Babs sighed and blew her bangs out of her eyes. "I know. I know, Mac, I jus'... Maybe I'm goin' crazy, but it felt like her! Even though everythin' else was wrong... An' somethin' else I jus' can't put my hoof on..."

Big Mac picked the dice up in his mouth and tossed them into a nearby bowl, moving his piece the appropriate number of spaces. "Ah know ya miss'er, Babs. Ah do too. She was a good friend t' mah li'l sis, but there ain't nothin' t' be done about it. Sweetie's gone..."

Pound blinked in surprise as he stepped into the room. "What's that about Miss Honey?"

Babs and Big Mac both looked up as he approached, confusion and sadness writ large on their faces. "What're you's talkin' about," Bab's asked. "We said 'Sweetie', not Honey."

Pound nodded as he clarified. "Right, the Mayor's secretary. That's her full name, Sweetie Honey. You knew that, right?"

The silence that emanated from the two older ponies was such that even the foals, usually rambunctious to a fault, seemed muted. Babs and Big Mac looked at each other as if Pound had just told them that Pumpkin had suddenly sprouted tentacles and started gibbering in some blasphemous alien language.

"Magic," Babs eventually breathed out. "That's what I didn't get. That's... that's how she got those dark crystals off Pumpkin's horn. But every unicorn in th' square had their magic blocked by Sombrero's crystals, so how did she...?"

"Babs," Big Mac said, standing up with a whirring of mechanical joints. "What are ya thinkin'?"

"I don't know! I don't know what ta think," Babs exclaimed. "But the only way we'll understand is ta go see her an' Uncle Orange, ASAP!"

With that, Babs bolted to her feet and hurried out of the room, practically dragging Big Mac along with her. Before heading out the door, she shouted, "Pound, you's in charge 'til we get back!"

Pound Cake blinked a few times, confused by the speed with which the two adult earth ponies had gone off to see the Mayor... and his secretary. An image of her superimposed itself over his vision. She was smiling at him, beckoning him over. It's so good to see you again, Pound, she said in her sweet voice. I can't decide which stockings go best with this outfit, so do you mind if I try them on for you?

While the pegasus's face started growing redder and redder, a bespectacled blue unicorn colt only a few years younger than Pound asked, "Hey, are you okay?"

"Never better! Tron, you're in charge until I get back," he practically shouted at the colt, Electron Spark. He then took off out the door after their guardians, just moments before Pumpkin came out of the kitchen with a tray of freshly baked cupcakes hovering overhead with her magic.

Seeing her brother bolt out of the house and not even bother closing the door behind him, Pumpkin asked, "What the hay?"

Tron shrugged. "I dunno, Big Mac and Babs said they were going to see the Mayor all of a sudden, and then Pound took off after them. Hey, are those cupcakes ready to eat yet?"

Instead of answering, Pumpkin ground her teeth together. "Oh no, you're not leaving me behind to watch everypony by myself! Not again!"

As she ran out the door after her brother, still carrying the tray of baked goods with her, a small donkey jenny came up alongside Tron and asked, "... Why's everypony running? Don't we don't get any cupcakes?"

Tron sighed, shutting and locking the door with his magic. "I don't know, Pauline. Grown-ups are crazy."

The Mayor strode purposefully down the halls of Manehattan University toward the auditorium where he was scheduled to speak. As usual, his secretary walked beside him while the two ponies were surrounded by a large group of uniformed officers. One of those officers cleared his throat to get the Mayor's attention before speaking.

"Mister Mayor, are you sure this is a good idea? After the attack earlier today..."

Moseley Orange replied to the officer walking alongside him, "That's exactly why I have to do this, officer. Sombra wants everypony to be afraid of him so he won't face any resistance from the good ponies of Manehattan. So long as they see somepony willing to stand up to tyranny, they'll know that they don't have to give in. Besides, these young mares and stallions are about to graduate. More than anypony, they need to know that their future is worth working toward."

When they entered the auditorium, however, the lights were dimmed, and there was nopony in sight.

"What's going on, here?" Mayor Orange looked around while Honey fretted beside him, fear and worry growing in her green eyes.

An earth pony officer said, "Come on, Mister Mayor, we need to get you out of here!" Before he could pull Mayor Orange back out into the corridor, however, a sharp bang erupted from down the corridor. The cop let out a shout as he toppled over, his hind leg no longer supporting his weight thanks to the appearance of a sudden wound.

Evil laughter echoed throughout the corridor from both directions as the cops quickly got the Mayor and Honey into the auditorium, dragging the wounded officer in with them before shutting and barring the doors. Instead of muffling the laughter from outside, though, it increased as everypony looked around and discovered that what they thought was an empty auditorium was actually filled with armored pegasi who dropped down from the ceiling, most of them flying around amid the shadows so that the unicorn officers couldn't see them clearly.

A smaller group landed on the floor, flanking a green mare with a vicious smirk and her bright orange mane styled into a Zebrican mohawk. "Hey there, Mayor Orange. Slight change of plans," she said, taunting them. "Instead of boring the poindexters to death with one of your speeches, we figured we'd give 'em the day off."

The Mayor narrowed his eyes. "And who are you? One of Sombra's lackeys?"

"The name's Wind Breaker, and we're the Hurricanes," she replied. While she spoke, a jumpy pegasus cop tried to make a lunge to tackle her, but she flared out her left wing and a second bang rang out moments before the officer tumbled to the floor. Under Wind Breaker's wing was a weapon that looked like an ornate metal tube with smoke coming out the end of the barrel. "As for Sombra... nah, we don't work for him, exactly. But when the Shadow King offers us some sweet new toys like this baby, along with promisin' ta bust out every one o' my boys your coppers have locked away, includin' my brother, Breaking Wind? Well, there just ain't no reason to say no to a sweet deal like that."

The trapped ponies looked around, and as their eyes adjusted to the dim light, they could see that many of the other gangbangers also had similar weapons positioned under their wings.

"You like?" Wind Breaker smirked and preened, showing off the weapons. "Shadow King says they were real popular some thousand years ago. Guess the namby-pamby pony princesses were afraid of 'their little ponies' havin' this kind o' firepower, so they tricked everypony into throwin' pies at each other instead. Now, I'm supposed ta off ya, but my aim ain't that great yet, so... expect this ta hurt 'til I get it right."

Several bangs rang out from Wind Breaker's weapons. In the same instant, horns flared to life as the unicorn officers quickly threw up a shield around themselves and the ponies they were there to protect and serve. Typically, magical shields came in a few distinct types for different situations. Some were better at dispersing magical energy. Others could absorb physical impact. The late Shining Armor, formerly Captain of the Royal Guard and Prince Consort of the Crystal Empire, had been a specialist in the field, capable of creating barriers so effectively layered that it was rumored that even the Royal Sisters would not have been able to escape from his spells.

The officers, though trained and dedicated to the defense of the innocent, were no Shining Armor. The metal slugs tore through the shields designed to resist magic as though they were tissue paper, and barriers meant to deflect physical attacks weren't designed to handle such small projectiles slamming into them at such high velocity. They held, but visible cracks formed at the points of impact before the unicorns were able to pour more magic into the shield, sealing them up again.

"Light 'em up, boys," Wind Breaker cackled, encouraging the other Hurricanes to fire. A hail of bullets rained down upon the Mayor and his escort, bouncing off the bubble protecting them, but steadily weakening it every second. Even with the unicorns standing fast and holding the shield together, it was clear within seconds that doing so was putting a strain on their magic reserves. Even if they could hold it long enough to survive until the Hurricanes ran out of bullets, they would be too weak to fight off the bloodthirsty pegasi.

"Hey! Did someone say 'Light 'em up?'" A new voice resounded through the auditorium, having to shout to make herself heard at all. Not that it mattered, because visuals proved more important than words. A flashbang suddenly exploded in the center of the room, and would have illuminated the two adult earth ponies responsible for it if it didn't blind and disorient the Hurricanes, causing many of the fliers to slam into one another before they could recover their sight.

Others started firing blindly in a panic, but with the unicorn shield still holding and no longer under as much fire as before, the only ones to be hurt by the Hurricanes' weapons were their own. "Stop shooting! STOP SHOOTING, YOU MORONS," Wind Breaker shouted over the shrieking noise the flashbang made, but only those closest to her complied.

This gave the Mayor's escort a chance to move. With the earth ponies picking up their wounded and the unicorns keeping the barrier around them to deflect stray bullets, they charged through the gang in order to reach the emergency exit that Babs was holding open for them on the other side of the auditorium.

Wind Breaker finally got the spots in her eyes to fade away enough that she could see her quarry trying to escape. After hoof-punching a few of her gang to get them to focus, she shouted over the ringing in her ears, "They're tryin' ta get out! After 'em! Drive 'em up ta the roof where we can pick 'em off!" These orders spread to the rest of the gang as they recovered, and soon the Hurricanes took wing once again.

Pound and Pumpkin gaped in shock as they saw armored pegasi who looked pretty much exactly like the ones who had accosted them the night before now chasing after the Mayor. It hadn't taken long for Pumpkin to catch up to her brother since Pound had been hanging back to keep Babs and Big Mac from sending him back home. The young pegasus had insisted on following the adults in order to find out what it was about Honey that had them so agitated.

As soon as they saw their guardians, along with Honey, the Mayor and a squad of cops getting harassed by Hurricanes, however, it immediately dropped down several places on their list of concerns.

"What do we do?! What do we do?!" Pumpkin panicked, prancing in place as they could only watch from where they were.

Pound, on the other hoof, narrowed his eyes and replied, "What we were born for..."

Big Mac was doing an admirable job of fending off the Hurricanes as they flew around the ponies, keeping the group surrounded on all sides and angles. A compartment in his chest had opened up, giving him access to the metal cable lasso he kept stashed away, and he was using it to swing around one of the Hurricanes by the ankle to swat the others out of the sky.

There were far more of them than there had been the previous night, however, and in order to fight, he had to stay outside the unicorn officers' barrier. This left him open to the Hurricanes' new weapons, and even though the armored parts of his body could take a few hits, he was covered in small dents. It was only a matter of time before they actually damaged something.

The magic barrier wasn't faring much better. Even with Big Mac drawing half their fire, they were still under constant attack that was sapping the unicorn cops' reserves. Honey was fretting as she watched the battle going on around her. "Wh-what do we do?! What do we do?!"

Babs looked at her and asked, "You've got magic, don't ya? Can't ya help with the shield?"

"I don't know that kind of magic," Honey protested. "I just keep schedules and write things down!"

"It's alright, Honey," Mayor Orange replied. "Nopony expects you to fight, and I'm sorry for getting you into this... If I hadn't been so stubborn and disregarded the danger, you wouldn't be in this mess. So if you see any chance to escape, I want you to take it, understood?"

Honey sniffled, biting her lip as her eyes watered up with fear. "B-but Mayor, you have to escape, too! You have to!"

"Yeah," Babs replied while she tried to tinker with what spare parts she had brought in the hopes of making something that would get them out of the jam they were in. "Manehattan needs you, Uncle Orange!"

Moseley looked at the two young mares and placed his forehooves on their shoulders, shaking his head. "Manehattan needs somepony who'll stand up to Sombra, the gangs, and anything else that would prey on it when it's weak. Manehattan needs those who'll fight for her, and won't back down. I might not be able to do much, but I can at least make a stand, and hope that those who follow my example succeed where I can't." He then hugged them both and said, "Whatever happens to me, you need to keep the fight alive. Alright?"

Honey whimpered and started crying, though Babs's reaction was more physical as she hoof-punched her uncle in the ribs. While he wheezed to catch his breath, she grumbled, "What are you talkin' about? You're the one keepin' the fight goin', so don't even think about checkin' out tonight! Do you understand?!"

Before he could reply, a concentrated hail of gunfire hit the shield. The unicorn officers grunted with pain and exhaustion as the barrier shattered, and the drain on their magic finally caught up to them, leaving them barely able to stay upright. The earth ponies immediately tried to form a living shield around the civilians while the pegasus officers flew up to meet the Hurricanes, but the overwhelming number of Hurricanes already up in the sky ganged up on the cops, causing them to tumble to the rooftop, prone and wounded.

Big Mac tried to turn and fight to protect his family members as soon as he heard the barrier fail, but a volley of bullets struck him in an already-damaged section of his leg, blowing out the actuators. As a result, he suddenly found himself toppling over, barely able to move while Wind Breaker landed near them, guns trained on Mayor Orange.

"Oh, I can't even begin to tell you how much I'm gonna enjoy this," Wind Breaker said with a sadistic sneer. "After listenin' ta your self-righteous speeches, I gotta be honest... I'd've done it for free! I'll just accept these toys and getting my brother outta jail as a really sweet bonus."

Mayor Orange swallowed, looking straight down the barrel of the gang leader's gun. Nevertheless, he looked her in the eye and tried to stand as straight and dignified as he could in the face of his imminent death. "Run," he whispered to the mares beside him.

"Those are your last words, huh? I like it. It's short, and doesn't put me to sleep," Wind Breaker said as she fired.

"NO!"

Mayor Orange saw the muzzle of the gun flash just before he was knocked off of his hooves. It wasn't by the bullet, though, but Honey as the secretary threw herself against him to knock him out of the bullet's path. This put her in his place when it struck.

Time seemed to slow down for everypony present as they watched the lilac unicorn get hit, then crumple to the rooftop. As soon as her body landed, though, it immediately sped up again as Babs rushed to her side.

"No! No, not again! Sweetie!" Babs crouched over Honey and rolled her onto her back to look at the unicorn's face, but she saw no life in Honey's all-too-familiar eyes. "Sweetie, wake up! Ya can't leave us! Not again!"

Wind Breaker blinked. "Huh," she mused, looking at the grief-stricken earth pony. "Who saw that one comin'?" Then she shrugged and aimed a gun at Babs. "Well, not like bought ya more'n a few seconds, anyway, so say goodbye."

This time, though, before she could fire, Wind Breaker was interrupted by a sudden onslaught of baked batter and frosting to the eyes, throwing off her aim. With a furious battle cry, Pound Cake flew across the rooftop. Strong in both wing and body for his age, the young pegasus had the Hurricanes taken by surprise just enough to start bucking some in the face while carrying as many cupcakes as he could hold crooked in one foreleg.

With his free hoof, he furiously launched baked good after baked good at the Hurricanes who were farther away, hitting each of his targets in the face with unerring aim and blinding them just long enough for him to keep them from shooting before he flew in and bucked them out of the sky. There were still more Hurricanes than he had cupcakes, however, so when he got down to his last, he shouted, "Reload!"

Babs blinked in surprise, seeing a line of cupcakes levitate their way to the pegasus. Following their flight path back to the source, she saw Pumpkin peeking up from the fire escape she had used to climb up to the roof level, waving for Babs to come join her.

The red-headed earth pony was too stunned by what she had seen, as well as her wards' sudden intrusion into the battle, to notice as Wind Breaker furiously wiped the frosting from her eyes and glare at them again with murderous intent. Mayor Orange wasn't, however, and so the politician tackled her before she could take aim again. The politician and the gang leader tumbled across the rooftop, punching and kicking at one another furiously, but despite his momentary advantage of surprise, he was still not a stallion used to fighting while Wind Breaker had kept her position by being the meanest, toughest member of her gang. As a result, it wasn't long before he got hit with an uppercut that knocked him back, followed by a swipe of her wingblades that sliced through his suit, drawing a thin line of blood as it thankfully didn't cut deeply.

"Uncle Orange!" Babs tried to hurry over to help him, but she suddenly felt something grab her hoof, holding her back.

Before she could look back at what that 'something' was, she heard a voice say, "I remember..." and then there was a blinding flash of light from behind her.

Catching a glimpse of the light, Wind Breaker quickly closed her eyes and covered her ears before she could follow up her attack on Mayor Orange with something more lethal, expecting another flashbang.

It wasn't a flashbang, though, and the bright light quickly faded. As she opened her eyes, however, the mare suddenly got the wind knocked out of her lungs as a blue and yellow streak barreled into her, launching her up into the sky. She reflexively tried to shift around in order to punch or slash her attacker, expecting it to be the pompadoured punk with the cupcakes before she saw the blue bodysuit and the thundercloud contrails the bright yellow pegasus mare was leaving behind.

What the hay? Who invited the Wonderbolts?! Indeed, there was no mistaking the outfit as anything but those worn by the most famous stunt fliers in Equestria. The curvy, leggy build of the Wonderbolt mare and big green eyes made her look- more like a model than a flier, but every time Wind Breaker tried to use her own wings to change their course or to attack, the Wonderbolt shifted her angle just so or found an opening to hoof-punch the gang leader, throwing her off.

Once they were up high enough, the Wonderbolt disengaged from the slightly tenderized Wind Breaker, who growled and tried to take the opportunity to shoot her new foe. She fired, but the Wonderbolt was already on the move, zipping through the sky and swinging around faster than Wind Breaker could turn, taking advantage of her greater speed and agility to slam into Wind Breaker and then get out of range before she could get hit by a retaliatory slash of the Hurricane's wingblades.

Over and over again, Wind Breaker found herself getting pummeled. No single blow was enough to take her down, especially with her armor to protect her from most of the blows and her blades to dissuade the Wonderbolt from going for her wings, yet she couldn't get in a single retaliatory strike against the much faster pegasus, and the hits soon added up to make her even more sluggish.

Eventually, her opponent must have decided that Wind Breaker had had enough, as the gang leader felt the Wonderbolt kick her hard in the back. Instead of pulling away again, this time the Wonderbolt kept pushing, flapping her wings in order to send Wind Breaker hurtling down faster and faster. Wind Breaker struggled to get away or slow their descent, but she was too weak already from the beating she had taken to make much of a difference until the moment that the Wonderbolt spread her wings and pulled up again, letting the sheer momentum send Wind Breaker the rest of the way down.

Everypony who was still conscious winced at the impact that was made by Wind Breaker's crash landing on the rooftop, their jaws hanging open as the gorgeous Wonderbolt daintily landed nearby. None were more stunned than Babs Seed, however, who kept mumbling, "Impossible... it's impossible..." to herself.

Then Wind Breaker started to get up.

Her body shook, her guns, blades and armor broken in multiple places from the impact, but the mare grit her teeth and managed to barely get her legs back under her as she fixed a hateful glare on the Wonderbolt. "Who... who are you..." she growled.

The Wonderbolt grinned and replied, "Who am I? I didn't remember that, myself, until just now. If you hadn't pushed me... hadn't made me need the power to protect ponies, I would have gone on not remembering. But now that you have, I'll show you. Honey Flash!"

In an instant, the Wonderbolt was bathed in light, but despite the initial reflex to look away, it wasn't actually blinding at all. Instead, everypony who watched could see her body writhing in a way that made the blood rush to Pound Cake's face as the Wonderbolt outfit evaporated from her exquisitely curved figure. Before their eyes, the bright yellow coat of the pegasus changed to a slightly off-white. Her wings vanished as well, soon replaced by a unicorn's horn poking through a tomboyish blonde mane. Said mane then transformed as well into pink and purple curls which made Babs and Big Mac gasp in shock.

Once her body had finished changing, a new outfit formed on the unicorn. It was a red and blue spandex suit which hugged her barrel and graceful forelegs like a second skin, but left her perfectly sculpted flanks exposed to reveal a cutie mark of a crystal heart. Once the transformation was complete, her horn glowed and cast a spell which caused a sword of gleaming crystal to form in the air above her head, held in her magic.

Posing for everypony to see, the pegasus-turned-unicorn focused on Wind Breaker. "'Who am I?', you asked. Sometimes I'm a mild-mannered secretary! Sometimes I'm a daring Wonderbolt! But this is my true identity... the Warrior of Love, Sweetie Honey!"

The reactions of the ponies witnessing this transformation were varied, but Wind Breaker was able to sum up a running theme among them in just three words: "What. The. BUCK?!" She pointed a hoof at Honey, even though she nearly fell over as a result. "Warrior of love? What the hay is that?! You... you..." Her eye started twitching as the gang leader let out a laugh. It wasn't the cocky, sadistic sort of laughs he had used before. This was thin and reedy, with an edge of fading sanity.

"Haha... hahaha! Oh, you think you're pretty hot stuff, don't ya?" Wind Breaker swayed from side to side, the pupils of her eyes shrinking to tiny dots as a manic grin spread across her face. "You ain't nothin'! Those guns weren't the only present Sombra gave me!" With that, the green mare reached her mouth into her wingfeathers, producing a syringe filled with a purple liquid that had miraculously survived her fall. She then jabbed it into her leg and pumped the unknown formula into her bloodstream.

As the formula coursed through her, Wind Breaker began to tremble again. Not from weakness this time, but because her body was changing. A black aura surrounded the pegasus as her form grew, casting off her broken armor in the process. It soon became apparent that it wouldn't be necessary anyway, as fur fell from her body to be replaced by thick scales. Wind Breaker's hooves cracked and split into clawed appendages. As she clenched her teeth through the rush of alien sensations brought on by the transformation, she felt them lengthening and growing sharper in her muzzle. By the time it was over, Wind Breaker was three times her former size and looked like a fusion of pegasus and dragon. Fittingly for her new form, she reared up as renewed strength filled her body and let out a deep, guttural roar.

Thankfully, this proved to be enough to break the other ponies out of their stupor. The few Hurricanes still able to move took wing and flew away as fast as they could from the monster their leader had become while Babs and Mayor Orange dashed over to Big Mac in order to drag the prone cyborg away. His metal body proved too heavy for them to carry quickly, even when an orange aura surrounded him, providing what assistance Pumpkin could offer from the fire escape with her telekinesis.

Meanwhile, Wind Breaker looked down at her claws and studied the new appendages with a fanged grin. She then slammed them down against the university's roof, ripping up chunks of metal and concrete with astonishing strength. "Ha! Look at this! Let's see ya beat this kind'a power with your frou-frou costumes!" She then hurled the debris at Sweetie Honey, and watched it smash the rooftop right where she was standing.

Except that she wasn't standing there anymore. Graceful as a gazelle, Sweetie Honey leaped over the large projectile and began dashing toward the monstrous Wind Breaker.

In a rage, Wind Breaker tore up more of the rooftop around her, hurling it at Sweetie Honey. She even picked up and threw her own wounded minions at the white unicorn, only to feel her frustrations grow as Honey nimbly avoided everything that was thrown at her.

Honey jumped up into the air, and as she passed over one of the hurled Hurricanes, pushed off of him to grant herself even more height. Upon reaching the apex of her leap, she moved the crystal blade from her aura to her mouth and swung it down as she arced toward her foe.

Out of reflex, the mutated mare reared back and flapped her wings hard. Not to fly away, but rather to summon up a powerful gust of wind. Sweetie Honey's eyes widened as she found Wind Breaker's wingpower and latent weather magic to be increased so drastically by her mutation that she only came within a few hooves of striking with her blade before the sheer force of the wind sent her hurtling back across the roof and over the far edge.

Everypony gasped, even Wind Breaker, as they lost sight of Sweetie Honey. Wind Breaker looked from side to side, staring at her wings in awe of the power they now held before astonishment turned to wicked glee.

"Ha... Haha... Lookit that! Lookit me!" She flared her wings and flapped them to create another gale-force wind that whipped across the rooftop, not caring how many of her Hurricanes were swept off of it in the process. "I'm not just strong! I'm unstoppable!"

Pound Cake gaped in shock, watching the pegasi fall off the roof and into the trees and shrubs below. "What the hay?! Those are your own guys!" The pegasus certainly didn't have any problem with watching the Hurricanes getting what they deserved, but the fact that it was their leader doing it without a care triggered outrage in him.

"Who cares?!" In response to Pound's righteous anger, Wind Breaker simply sent a gust at him that sent him tumbling head-over-hoof, spinning around and falling through the air before he was able to right himself. "I'll have hundreds... thousands more linin' up ta follow me once they see what I can do! I can take on any pony! Even the Shadow King himself!"

As Wind Breaker gloated, Pound shook his head and tried to get his bearings. He had recovered before hitting the ground, but still had dropped down below the edge of the rooftop. And by a fortunate coincidence, it happened to be where Honey had been launched. He discovered this when he opened his eyes, only to look straight into the sea foam green eyes of his crush as she held onto her sword's hilt with her mouth. The blade of that sword was stuck into the side of the building to keep her from tumbling to the ground below, but there wasn't anything else nearby for her to get a grip on, so she muffledly said, "H'llo, Pnnd... l'il hllp?"

Meanwhile, Wind Breaker was still riding high on her newfound power trip. "I can rule this city. I can rule Equestria! And I'll start... by getting rid of you," she said, chuckling darkly as she turned her gaze upon Mayor Orange once more, just as he and Babs helped get Big Mac onto the fire escape. Wind Breaker spread her wings once more, ready to flap them and send the earth pony politician flying.

At that instant, though, she was distracted by a beam of colorful light as Pound Cake flew back up into view, this time with Sweetie Honey balancing daintily on his back as he glided across the rooftop toward the mutant mare. The unicorn was focusing a beam of light from her horn into the crystal blade, creating a prismatic effect that dazzled and disoriented Wind Breaker.

Wind Breaker tried sending more gales to blow away Pound and Honey, trading raw power for speed as she alternated the flapping of her wings. With the prismatic spray of light creating blind spots in her vision, though, Pound was able to avoid the worst of it as he got close enough for Honey to leap off his back and swing her sword down again.

With a single cut, Wind Breaker's left wing went flying, arcing away from the mutant's body and landing several feet away. Wind Breaker roared in pain and reared up, trying to smash the white unicorn with her powerful claws. Honey simply rolled under her, swinging her blade again to take the other wing. This made Wind Breaker whimper even as she growled, ready to turn and smash Honey into glue...

Facing away from Wind Breaker, Sweetie Honey released the sword from her mouth and instead held it in her magic as she sent it flying toward Wind Breaker, stopping the monstrous gang leader's attack before it could start by holding the edge of her crystal blade against Wind Breaker's throat.

When Sweetie Honey spoke, her voice was as sweet as when she had been merely a secretary, but at the same time carried an edge that made Wind Breaker's blood run cold. "If you can't love me," Honey said, "then I'll teach you to fear me, instead. That goes for Sombra, too, and anything that tries to hurt this city."

Wind Breaker felt herself trembling, completely paralyzed except for the uncontrollable shaking that had overcome her, as though she were a filly hearing her first ghost story. For all the lofty ambitions that she had been spouting mere seconds ago, for all the invincible power she had felt flowing through her veins, she had just been Clipped. Her pride and joy as a pegasus, forever severed by a pretty little waif of a pony, who suddenly seemed to radiate such power and dominance that it felt like Wind Breaker was the one being loomed over, and not the one several times her enemy's size.

I'm going to die. I'm going to die I'm goingtodieI'mgoingtodie, Wind Breaker thought, her throat constricting so that she couldn't breathe, even as she felt her heart trying to pound its way out of her chest. She had heard stories, when she was a filly, of how the former Princesses of Equestria effortlessly exuded such power that ponies in their presence felt compelled to throw themselves to the ground when they would pass by. Prostrating themselves simply because they could feel how much less they were than their rulers, rather than by any royal decree.

Wind Breaker had always thought that was stupid. Weak ponies bowed to those with power because those with power made them bow. Now, though, Wind Breaker believed it, because even with the sword to her throat meaning that she would impale herself if she did so, the gang leader suddenly felt a powerful urge to throw herself to the ground and grovel before the unicorn, and to do so entirely of her own volition.

The other ponies witnessing this phenomenon felt no such compulsion, but they were still awe-struck by the ease with which Honey had crippled and halted Wind Breaker. They watched the monstrous mare shake and sway unsteadily, her eyes rolling up as she began foaming at the mouth before she finally toppled over to the side, completely unconscious.

There was a collective sigh of relief, and Babs was the first one to try to approach, but Sweetie Honey held up a hoof to stop her. "Wait... There's still one thing I have to do." Before anypony could say or do anything else, Honey lifted the crystal blade up with her magic, then plunged it down into Wind Breaker's prone body.

Instead of a killing blow, however, the tip of the blade pierced Wind Breaker's shoulder. A dark miasma then began leaking out of the wound in place of blood, drifting out like smoke.

Sweetie Honey watched the darkness rise up, surrounding Wind Breaker like a mist. Honey watched it accumulate for several seconds before she cast a spell, her horn glowing a pure white.

At the same time Honey's horn began to glow, so did the crystal blade. The miasma that surrounded it tried to disperse, but instead started swirling around the sword and getting drawn into the blade. As the ponies watched with astonished looks on their faces, they saw darkness stain the shining crystal.

Honey focused her magic into the darkening blade, the light of her horn growing brighter and brighter until it became too much for anypony to look at. As her light grew, the remaining light within the crystal did as well. The darkness now trapped in the crystal roiled and thrashed as if trying to escape while more and more light shone through.

Soon, it reached a flashpoint as the light inside the crystal blade completely overwhelmed the darkness, resulting in a blinding burst of magic. The observers reflexively covered their eyes, but were still dazed by it until the spots dancing in their vision faded away. Once they could see again, they found Sweetie Honey still standing over Wind Breaker.

Wind Breaker the pegasus, not the creature she had become. Her wings were still severed and laying on the rooftop far from her body, but her other wounds were healed over, including the one that should have been left behind as Honey's sword broke apart into glittering crystal dust which blew away in the wind.

Pound set himself down on the roof near his sister, the Cake siblings just staring at the beautiful unicorn and her fallen foe. Eventually, Pumpkin asked, "What the buck is going on...?"

"I just helped the most awesome pony in the world kick plot is what happened," Pound replied, somehow managing to sound awestruck and smug at the same time.

"Language," Babs reflexively cautioned the twins, though she was too dazed to put actual authority behind it. She glanced down at Big Mac, who was staring silently. His face was set in an unreadable expression, but she could see tears dripping down his cheeks.

It was Mayor Orange who was the first to move to approach Honey, but he stopped when she turned toward them and soon rejoined her employer. As she stood in front of them, she awkwardly smiled and had a hard time making eye contact. Nervously scratching a hoof against the rooftop, she asked, "I guess I have some explaining to do, don't I...?"

Meanwhile, three figures watched the entire proceedings from the shadows some distance away. Standing in the middle, King Sombra bared his fangs as he grinned widely. "Perfect..."

To Sombra's left, Astrophe the alchemist lowered the binoculars he had been using to watch the field test. "How did she do that...? How?! With my formula, even your hired thug should have been more than a match for any mere pony!"

"Oh, but she is no mere pony," Sombra chuckled. "I knew it as soon as I realized that her horn had not been touched by my dark crystals. Her very nature prevented them from finding purchase. That, Astrophe, is the demon slayer."

To Sombra's right, Screwball also watched Sweetie Honey through a pair of binoculars. "But she's so teeny-weeny!" The binoculars were grasped in Sombra's dark magical aura, then got turned the right way around so that she was no longer looking through them backwards. "Eek! Now she's all giant!"

Astrophe grimaced as he asked, "She killed Grogar? Well... you've got what you wanted and drawn her out. And confirmed that my formula still needs improvement..."

"The formula is fine," Sombra replied. "Wind Breaker succeeded in demonstrating what it could do for a wretched little thug like her. Just imagine dozens like her. Hundreds. Each of them throwing themselves at my hooves to beg for such power. Let our pretty little warrior enjoy her victory this night. We will be raising an army."

Babs stepped forward, looking at Honey and studying every detail. "Sweetie Belle...? How...?"

Honey responded by wrapping her forelegs around the stocky earth pony mare, pulling her into an embrace. The others couldn't see Babs's face as Honey held her, but the unicorn looked almost guilty as she replied, "I'm sorry, Babs... I'm sorry." She then whispered something into Babs's ear too quietly for the others to hear, but whatever it was made the earth pony grateful that the closeness allowed Honey's mane to keep anypony from seeing her start to cry.

Eventually, Babs sniffled and pulled away, nodding sadly. "Yeah... yeah, I guess that's the only way this's even possible. I think I need ta sit down..."

Pumpkin pulled herself up off the fire escape to join the others on the rooftop as she sputtered, "But... but who are you? How the hay did you turn into a PEGASUS, or change your look, or do that thing with the sword or... or anything you just did?!"

"She's a hero. That's all that matters," Big Mac replied from where he sat, his malfunctioning leg allowing him to get up on his haunches if not move around. Unlike Babs, he didn't try to hide the tears that had been falling from his eyes as he wiped them from his face. "It's good ta see ya... Honey. And thank you."

Honey smiled gratefully at the big red stallion, then turned her face to look at Mayor Orange, but she could only glance furtively at him before looking down at her hooves. To him, she said bashfully, "I'm sorry, I know how much it looks like I lied to you, sir... I honestly didn't even know myself until--"

Moseley reached up to interrupt her by placing a hoof over Honey's mouth. "Honey, you saved me. You saved us all. Even if tonight had never happened, all of Equestria owes you a debt of thanks for what you've already done. Nopony here can begrudge you for having a few secrets."

Pumpkin's eye twitched as she thought of all the ways she could argue otherwise, but before she could say so, the Mayor's tone grew somber as he added, "But having said that, I don't have any choice but to ask even more of you. Honey... today has proven that the Shadow King is far more than a mere criminal. I thought... hoped that all this city needed was for the common ponies to stand up and help me fight the corruption, but it's been made all too clear that words alone won't save this city."

The mayor's voice was strong, but his eyes were practically pleading as he asked, "Sweetie Honey... will you continue to fight to save everypony as you have tonight? If you say 'yes,' then I can ensure that every resource I can offer will be yours when you need it."

Honey gently broke away from Babs in order to stand before the mayor. She was able to look him in the eye, then bowed her head. "Of course, sir. But please don't put all your faith in just me. Even while my memories were sealed, I knew I wanted to help you because I really believed in what you've been saying. I'll keep fighting to protect everypony, but it won't mean anything if you don't keep giving them hope for a better future."

Pumpkin groaned quietly and rubbed between her eyes as she muttered, "I just... am I the only one who thinks this is completely bonkers? None of us actually know this mare, but Mac and Babs are acting weird. She's been keeping her identity secret from herself if you even believe her story..."

Only Pound was close enough to hear, so he excitedly whispered in reply, "Well, yeah, but she saved all our plots! Plus she's gorgeous, sweet, and she totally kicks flank! Sweet Celestia... I helped! That means... I'm practically her partner!" Though he kept it quiet enough that only his sister could hear it, the young pegasus couldn't help but let out a high, very unmanly whinny of excitement that made Pumpkin groan in disgust.

"Plus," he added dreamily, too focused on Honey to notice his sister's mood, "she's a super-magical unicorn. Just imagine what kind of spells she knows."

Pumpkin blinked, perking up at the thought. More specificially, the thought of learning how to dazzle ponies and strut around in the sort of outfits that Honey seemed able to create at a whim, magic and glamor spilling out of her in big, sparkly waves. Granted, the mental image of herself was somewhat longer in the legs and thinner around the middle than reality, but she smiled widely, her eyes glittering as she squealed and jumped forward to embrace Honey. "You should come live with us," she exclaimed to everypony's surprise. "It'd be so cool to have another mare in the house, especially a unicorn! Can I call you 'big sis?'"

The very day that Sombra revealed himself as Manehattan's Shadow King, the city found itself cut off from the outside world. There was no magical dome. The earth didn't split open to create uncrossable chasms, and no wall of thorns sprang up out of the realm of faerie tales to keep anypony inside. There was no spell or great obvious change that would have drawn attention to the city from the outside.

Instead, ponies who attempted to leave simply never made it to the city limits. Any who attempted to do so, for whatever reason, typically found themselves accosted by gangs. The lucky ones were able to take refuge deeper within the city once more.

Others, especially those that were sent to deliver a message to the Princesses of Sombra's return, simply vanished without a trace. The utter completeness of their absence, with no clue as to how they were found out or taken, sent a message more chilling than any beaten body.

According to the few records which still exist of the Crystal Empire under King Sombra's rule, this was how he had maintained such strict control for as long as he did. Nopony escaped. Nopony was able to even ask for help. Nopony was allowed even a shred of hope, and so by the time that Celestia and Luna discovered what had befallen the Crystal Empire, the crystal ponies had long since resigned themselves to their fate as slaves.

The Sombra who ruled over the Crystal Empire was a cruel and cunning planner who devised stratagems layers upon layers thick to protect his power.

The Sombra who attempted to reclaim the Crystal Empire after its return was, for the most part, a broken creature driven mad and feral from centuries of captivity beneath the northen glaciers. Nothing but greed and hate fuelled that monster's existence.

Which, then, is the Shadow King who now lurks in the dark corners of Manehattan? Evil genius, or monstrous brute? Already, the gangs line up to bow down before him in the hopes of gaining the power he offers them, yet at the same time, the slayer of Grogar is made aware of him. As I write this, her blade strikes down yet another monster created by the Shadow King's potion, yet Sombra himself seems unconcerned.

Does he even realize what he has unleashed? He forced Manehattan to cry out for a miracle, and so a guardian angel appeared.

Her name is Sweetie Honey.

--Excerpt from the "Journal of an Anonymous Manehattanite", circa 16LR

Author's Note

Inspiration comes in many forms. In this case, it came from a weekend of watching the classic fanservice/action anime masterpiece that is New Cutie Honey a few weekends ago. As soon as I finished, the idea of ponifying it just stuck in my head, begging to be brought to life.

Some of you may object to the dark backstory I gave this tale. Others may object to the source material, considering it offensive. Still others may wonder what I was thinking, applying a series that makes glorious use of gratuitous nudity to another series where society is completely clothing-optional to begin with.

The backstory was the best series of events that I could think of to set up a Manehattan where this fic could take place. After all, if Celestia or the Elements of Harmony could just show up and stomp all over the villains' plans, there'd be no need for Sweetie Honey in the first place. I had to create a setting where a heroine like Honey is necessary.

As for the other two, I realize it's a silly concept to begin with, so please come and embrace the silly with me. And if you're over 18 and enjoy a good comedy/action/fanservice blend, try checking out New Cutie Honey for yourselves. I found it held up surprisingly well considering when it was originally released.

* 4/13/13 -- Added a cover image to the story, and also decided to make a few edits toward the end. I got into a bit of a rush when I was in the final stretch, so I wasn't entirely satisfied with how it flowed. I decided to make Honey's identity a little more ambiguous in the process, too.