Waking Nightmares

by Jonathan "KnightMysterio" Spires

Chapter 28: Running of the Leaves

The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts three days after the events of Chapter 27. Also, I would appreciate any help in keeping the TV Tropes page for Waking Nightmares updated and edited. Thanks in advance.

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Ponyville...

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Mayor Mare sighed as she looked at the walls being built around her city. Stone and steel, magically reinforced, with expert engineers of all three tribes of pony making them so that they would be firm and strong, capable of withstanding all but the most powerful attacks. The walls weren't what was bothering her. No, what was bothering her was the fact that Ponyville actually needed them now. That Ponyville NEEDED to become a fortress.

She shook her head, and turned to Spy, who had been standing behind her all this time, a blue fedora adorning his head.

"It's... disheartening," she admitted to the half-changeling pegasus. "I never thought my city would actually need to have walls build up around it. I've prided myself on it being so peaceful and serene..."

Spy sighed, nodding in sympathy. "Ze unfortunate cost of going into a war is zat you must trade peace for vigilance," he said. "Right now, zough, we must concentrate on keeping things as normal as possible despite the changes."

"Which is why you and the others have insisted that the Running of the Leaves occur later today, despite all the recent dangers," Mayor Mare said, nodding. "I still don't know how you managed to convince them. Reason wasn't working, threats weren't working, Twilight's threats and reason weren't working..."

"We let Medic talk with zem," Spy said simply. "And we also left Pyro in ze room as well."

Mayor Mare stared at him for a long moment. "...Do I even want to know?"

"Non," Spy said flatly. "Trust me. Suffice to say zere was no permanent damage, mental or physical, and I'm... fairly certain zat ze fern can be salvaged."

Mayor Mare nodded, sighing as she stared up at the growing wall. "Welcome to Fort Ponyville..." she said softly.

"Oui," Spy said. "And now is not ze time for regrets. Now is ze time for leadership. Princess Twilight cannot remain here all ze time, which means zat you are ze authority figure zat everyone will be looking to. Focus on ze now. Do not let what is past bring you down." He placed a hoof on her shoulder. "Zere is an old Chinese saying on my world... Yesterday is history. Tomorrow is a mystery. Today is a gift. Zat is why it is called ze present."

Mayor Mare smiled. "That's good. I like that," she said.

Spy chuckled. "We cannot change ze past, mademoiselle. We can only learn from it. You admire your father? Zen now is ze time to show zat you can be just as good a mayor as he was. You protected this town from crime, now you can lead it in protecting itself from ze forces zat would destroy it," he said.

Mayor Mare sighed, nodding. "Well, I'll do what I can..." she said softly. "Hopefully I'm up to the task."

Spy smiled, adjusting the brim of his fedora, a quartet of playing cards in the band around it. "You will be," he said. He politely excused himself and went to look for the other BLUs and his RED counterpart. He found the BLUs, all wearing one of their new hats, at the base. Gem (wearing a Stetson hat) and Pyro (wearing a clown wig), were playing with a ball, while the others were gathered around a table, making preparations for their next move.

"So how are we gonna handle even introducing the concept of defense training to these ponies?" Scout said, scratching his head underneath his trilby hat. "No offense meant, but there's, like, about ten here that are actually capable in an extended fight. At best."

"First we need t'figure out what all we're gonna be teaching them," Engineer, also wearing a Stetson, said. "Ah can handle showin' how to build and maintain some less modern sentry posts, crossbow towers and the like, building placement, and supply line maintenance."

Scout thought for a moment. "I'm gonna show them how to get in and out of places quickly with intelligence, how to get max detail on quick observations. Probably gonna have to make use of Everfree to teach them."

"Which brings them to my classes," Sniper added, idly lowering the visor of his feathered shako. "I'm gonna be focusing on marksmanship, patience development, and wilderness survival training."

Soldier snorted. "Hoof to hoof combat training is where I'll be teaching," he said.

"Gym class just got real, eh Solly?" Scout said, smirking.

"You've no idea, boy," Soldier muttered, Scout's face falling.

Pyro, from where she was playing. "Gonna teach everyone how to use fire as a weapon, as well as fire safety," she said.

"Interestin' hearin' YOU talk about fire safety," Scout said.

Pyro smirked, turning to Scout. "I'm insane, not stupid," she said. "I've learned a lot since my first arson melted my face off." Gem tossing the rubber ball at her head brought her full attention back to the game.

Scout shook his head. "How about the rest a' you mooks?"

Heavy grunted, looking over some sketches he had with him. "Heavy weapons design, maintenance, and proper usage. Say what you like about speed and tactics, it is the one with the biggest gun that wins the war," he rumbled, pushing his fez back up on his head.

"A sad commentary on life," Engineer muttered.

Demoman took a swig from the scrumpy bottle he had with him and coughed. "It's pretty obvious, but I'll be teaching bomb design, as well as defusing. I hate te say it, but I'm gonna have te work with mostly unicorns..."

Medic quirked an eyebrow at him, his eyebrows raising up into his ushanka. "Interesting. Ze pegasi und Earth ponies vill not be happy to hear that."

Demoman shrugged, a pained look on his face. "I've prepared a demonstration te show me point. It's a sad fact, but bomb-making and defusing is a precision art. Hoofwork is'nae gonna cut it, which means unicorn magikinetics is the only way te do it right. The fact that I've made what I have so far is a ruddy miracle."

Engineer chuckled. "More like a testament to y'skill, Tavish," he said, Soldier nodding in agreement.

Demoman smiled. "Thanks for the thought, laddie, but what I said still stands. I've been doing this long enough that I can work with the limitations that hooves bring. But with a bunch of inexperienced townies..." He shrugged.

The others traded concerned looks, but they nodded. "In my case, it is obvious as well," Medic said. "I vill be teaching field medicine und first aid to everypony. Unicorns I vill also try to teach how to cast my medibeam."

Spy sighed. "I will be teaching precision assassination techniques. I will also be teaching disguise and intelligence gathering through spywork," he said, idly playing with his knife. "I will also be teaching when to do strategic retreats."

"Because nothin' says courage like running the fuck away," Scout said, nodding sagely. He then dodged Spy's attempt to smack him, chuckling. "Anyway, I got an idea on how to present things. We gather everyone in town, and take them to different stations, each of us showin' what we're offerin' as a skill, let them pick who to train with. And we do it the day after the Running of the Leaves, so we can get the fun stuff over with first, let everyone have some cooldown."

Engineer stroked his chin thoughtfully. "Like a jobs fair, almost. Ah like it, Scout," he said.

"Egad, Scout had a good idea," Demoman teased, adjusting his tam o' shanter.

"First time for everything," Soldier added, the two hoofbumping.

"Both of you can go suck eggs," Scout said, adjusting the trilby he wore on his head. He smirked, and added, "Or maybe Soldier would like to go suck Derpy's muffin?"

Soldier smacked Scout upside the head. "Say that name with respect, boy," he snapped, his viking helmet wobbling. The others chuckled as Scout rubbed the back of his head, grumbling.

Engineer frowned. "Where's RED Spy? Ah get nervous when ah don't know where he is..."

"Last I heard his spell was about to wear off and he was getting ready to leave, getting a final briefing from Princess Twilight," Soldier said. "Leave him, the spook will update our lookalikes on what's going on."

Engineer snorted. "Ah just hope he can find a way for the REDs to get to our families soon... Damn Administrator..." he said, scowling.

Pyro, pausing in her game with Gem, went over and hugged him. "You'll get to see Krista again. I know you will," she said softly, smiling.

Engineer just sighed, leaning into the hug, as the other mercenaries awkwardly turned away.

"Anvvay..." Medic said, coughing. "Ve are certain zat ze Running of ze Leaves should occur?"

"It's as Demoman said," Spy said, sighing. "Zese are not soldiers, as all of us are. Zese are civilians drafted into a militia out of necessity. We need to make sure zat zey have as much normalcy as possible. Throwing them completely into military life right away will destroy zem.."

"I've already worked out patrol routes and security with Barricade and her volunteers," Soldier said, pulling out some notes. "Everypony on the Running's route will be safe."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Meanwhile...

Outskirts of town...

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RED Spy, pulling a cart full of hats under a tarp, chuckled as Princess Twilight glared at it.

"I still can't believe you all bought that many hats," Twilight muttered.

"Just a few small souvenirs, your majesty," RED Spy said, chuckling.

"You all bought thirty hats. APIECE," Twilight said. "They had to be shipped separately."

"Zat showed remarkable restraint on our part, I think," RED Spy said, nodding.

"You all sang a song about hats on the train back," Twilight growled.

"Nothing wrong with zat," RED Spy said.

"It had a hundred different verses," Twilight growled.

RED Spy sweatdropped. "Purchasing fine headwear makes for a relaxing day," he said after a long moment. "Besides, most of my purchases are gifts for my team."

Twilight sighed. "You don't even know if you can take them back with you," she said.

RED Spy shrugged. "No harm in trying," he said, smirking. His expression turned serious, and he added, "Princess... I wish you and ze others good luck in trying to stop ze force behind all zis."

Twilight nodded. "Thank you... We'll need it..." she said. Harbinger had seemed more at ease after the attack, and Celestia did seem more relaxed, but both Luna and Twilight felt that something was a little off. Whenever they thought about it seriously, though, their thoughts became muddled and confused, Twilight and Luna finding other things to think about.

RED Spy nodded, a tingle going over his body. "I can feel ze callback spell activating," he said. "Princess, we will do what we can on our end, and try to keep Gray Mann and his robots in check."

Twilight nodded, and started to say something else, when magical energy bombs began forming around RED Spy, encircling both him and his cart of hats. Twilight, her ears going back in fear, backed away slowly.

"Oh, good, zey are coming with me," RED Spy said. "Au revoir, fair princess! May we meet again under better circumstan"KABOOM

The explosion of magical force sent Twilight flying backwards, making her slam into the side of a building. She shook her head to clear it, and looked back at the crater where RED Spy used to be.

"Interesting way to travel," she said, chuckling a little and heading back into town.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Human world...

2Fort Base...

BLU intelligence room basement...

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Merasmus, the Bombinomicon floating nearby, waited patiently at the site of RED Spy's arrival. With a resounding magical blast, RED Spy, turning human again in a swirl of dark energy, and his cart flew up into the air, slamming into the ceiling, the cart shattering and spraying hats everywhere.

RED Spy landed with a splat in the center of the circle, groaning softly, the remains of his harness sliding off his body. Merasmus strode over to him, gesturing grandly.

"SPY!" Merasmus intoned. "Welcome back to the world of your ohgodthathurts..." The wizard trailed off as RED Spy's fist collided with his crotch. RED Spy pulled himself upright, first to all fours, and then realizing that he was bipedal again and standing up. Merasmus doubled over, clutching his manhood, only for a surprise uppercut from RED Spy to send him to the floor in a single blow.

Bombinomicon laughed wildly, spinning about in midair as Meramus moaned in agony, clutching his crotch. "Medic..." the wizard moaned.

RED Spy spent a few moments flexing his fingers and toes, getting used to having them again, and adjusting to a bipedal position once more. He adjusted his tie casually and headed upstairs, where the others were waiting for him.

"Heard the blast, laddie," RED Demoman said, grinning. "Figured it was you coming back."

"What happened over there?" RED Scout said, a wicked smirk coming to his face. "Did you have sex with a pony?"

"Never thought I'd be glad ta see you, wanker," RED Sniper said, chuckling.

RED Soldier smacked him. "Sitrep, Spy. You were gone for four days," he growled.

"Is other me really all right? Can Mr. Balloonicorn really go between the two of us like he said?" RED Pyro asked.

RED Engineer frowned. "The others are sayin' I turned into a flesh-eating monster, that I was trapped in an Australium mine for a thousand years... But I don't remember any of it. What happened?"

At that, RED Spy paused, a sad look coming to his face. He reached into his pocket, sighing in relief when he found his cigarette case there, pulling one out and lighting it, taking a long drag from it.

RED Soldier glared at him. "WELL!?"

"One moment," RED Spy said. "This is the first cigarette I've had in days." He took a moment to savor the smoke entering his lungs, the others waiting impatiently for their answers. After a minute, he sighed, and said, "...All right. What happened was zis. BLU Engineer was captured by an entity called a Weeping Angel, an alien that looks like a statue of an angel with its eyes covered, capable of moving with tremendous speed in an eyeblink, but only when not being looked at. It took BLU Engineer and sent him to the past, 2000 years precisely, and onto an alien planet."

The others went wide-eyed at that. "Our soul link..." RED Medic said softly, realizing. "Engie's sudden transport vas a side effect of BLU Engineer's encounter vith ze Angel."

RED Spy nodded. "Indeed. BLU Engineer had to drink an empowering, corrupting poison to survive on ze alien world, eventually going insane from loneliness and becoming a monster called Nightmare Clockwork."

The other REDs traded nervous looks. RED Engineer shuddered, RED Pyro hugging him. Something about this was striking a fearful chord within him.

RED Spy sighed, continuing. "Long story short, Clockwork was bested by my counterpart and his Element of Harmony partner and changed back to normal. As I'm assuming ours was too from his own transformation, judging by your expressions and ze fact that we have a human Engineer in front of us. But he still had ze memories. Two thousand years of being alone and afraid on a world not his own, of pain." His hand started to shake at this. "A young mare, a stage magician who goes by the name of ze Great and Powerful Trixie let all of ze memories zat both BLU Engineer, and by extension, our team's Engineer, suffered from be transferred into her. She took all of both Engineers' suffering unto herself, so they could recover." He lit another cigarette. "It's a miracle zat she hasn't gone mad..."

The REDs just stared, struck dumb by this. One person, willing to take on all of that pain... and still able to remain sane.

"Great and Powerful indeed," RED Heavy said, voicing the tremendous respect the team had for her.

RED Spy sighed, and then grinned. "Time enough for a full report later. To lighten this sudden pallor, I have good news: I was able to bring hats back with me!"

"Hats?!" the other REDs all chorused, grinning widely. RED Spy led them downstairs, the mercenaries happily sifting through the remains of the cart, trying on the hats.

Merasmus, sitting near the medkit he recently used to heal his wounds, frowned. "...Why don't they like me? I've come here to help, after all," he asked, not really expecting an answer.

"Other than that, you've given them no reason to like you, amigo," Bombinomicon said. "Because you have burro shit for brains, you let Administrator trick you into giving her a spell to split them into two. You preen at every opportunity, are making doing the right thing seem like some grand charity gesture on your part that you're suffering for doing, and always ALWAYS ALWAYS ALWAYS talk like you're better than them."

"I'm a wizard," Merasmus muttered petulantly. "Of course I'm better than them."

"No, Razzy, you're not," Bombinomicon said, chuckling. "You know, like, three, four spells tops, and rely on me heavily. Plus, you're just not that nice a person. These guys? They're stone cold killers and most of them are just flat out LOCO. But in their own way, they're good people. Plus they can kick your ass all over Teufort."

Merasmus glared at the book, the line of conversation making him uncomfortable. "You talk of my reliance on you as if you object to it," he said.

Bombinomicon snorted, chuckling. "I do a little, actually. It's because you're nothing compared to the guy who created me. Now THAT was a wizard," the demonic book said, sighing wistfully. "I still remember him. Mi papa. Diego de la Montoya. He knew so much about bombs and magic, it was beautiful. He even breathed life into me. Didn't have to, but he did, so I'd be even more special. And then he disappeared forty years later..." The Bombinomicon's face turned sad briefly. "Great man. The only thing you have in common with him, Merasmus, is that he sucked just as much as you do at making friends. Ah, but in everything else, mi papa was amazing. He even had a cool nickname. Because of the swirly star pattern on his amulet that he always wore, and his epic face fur, everyone always called him Star Swirl the Bearded..."

RED Spy froze. "Wait..." he said, turning towards the book. "Did... Did you say Star Swirl the Bearded?!"

Bombinomicon blinked, confused. "Yeah, so?"

RED Spy stroked his chin thoughtfully. "...Did he have a big stereotypical wizard's had? Blue, with bells lining the brim?"

Bombinomicon shivered. "Okay, you're starting to spook me, spook," it said. "What... Why are you asking me this?"

RED Spy looked visibly shaken. "...Star Swirl the Bearded was the name of a tremendously powerful unicorn in Equestrian history," he said, everyone's eyes widening. "He aided the original founders of Equestria in making the nation, dying a hero on that world after revolutionizing magic for ages."

Bombinomicon gasped. "The spell used to send you over..." it said softly, shaking visibly. "I... I remember now... It was the spell mi papa used on the day he vanished..."

Merasmus looked thoughtful for a moment. "Spy," he said. "Was there any mention of a demon named Tirek?"

RED Spy nodded. "In old religious texts, yes. Ze ponies get nervous if you mention his name in any way, zough..." he said.

Merasmus frowned. "Then our worlds are more connected than I realized at first," Merasmus said. "I need to investigate this further, see if there are other instances of disappearances that led to Equestria, and..."

"To hell with that!" Bombinomicon said, turning to RED Spy. "I gotta know! What did mi papa do over there? What did he teach?! Did he make any more living books? Did... oh, hey, a ghost."

The REDs all turned, yelping at the sight of their former employer's ghost, Redmond Mann, floating in the midst of them.

"Drop whatever you're doing, mercs," Redmond said. "You're going to help me send my brother to hell."

The Administrator, who had been silently watching this exchange up from her base until now, just facepalmed. "And here I thought we were well rid of that idiot..."

Miss Pauling frowned at the monitor as the mercenaries argued with the ghost of Redmond Mann. "Wait... if he's here, then where's Blutarch?"

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Gray Gravel Co...

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"HOW THE FUCK ARE YOU STILL EVEN HERE!?" Gray Mann screamed, glaring at Blutarch Mann's ghost as it floated around his office, looking at the robots, one of each class, who just stared back at the ghost in confusion.

"Y'know, for someone who mocked gravel so readily, you've certainly got a nice gravel company here," Blutarch snarked. "Decent little army of robots, too. All powered by graveline, I bet."

"It's 'gasoline,' and no, I found a more reliable power source. As for the gravel, it's a quick, easy way to make money, as construction companies need it constantly for their projects, the facility is an excellent cover for my robot making operations, and it is HARDLY the only company I have," Gray said, glaring at the specter. "And you STILL haven't answered my question. WHY ARE YOU STILL HERE!? I distinctly remember stabbing both you and Redmond to death. Several times. It felt great. I came."

Blutarch snorted. "We still haven't decided which of us have won yet. We couldn't find a lawyer that would listen to us, so we had to find a witch doctor with lawyer training to take a look at our father's will. As it turns out, so long as our spirits remain on the Earthly plane, we're not technically dead yet. I want to get my mercenaries to send my brother to Hell, and yet I can't seem to find them. WHERE ARE MY MERCENARIES, BROTHER!?"

Gray scowled. "In a magical pony land, finding love, happiness, and being hailed as heroes for saving lives from evil monsters that have been attacking them," he said, quietly amused by the fact that such a silly statement actually applied in reality.

Blutarch scoffed. "Be serious, Gray," he said, gesturing dismissively.

"I am," Gray said simply.

Blutarch stared at him. "...Seriously?" he said after a moment.

Gray nodded. "I recently made an attempt to kill them. They thwarted it with the help of some locals," he explained, still glaring at his brother's ghost.

"HOW DARE THEY!?" Blutarch raged. "HOW DARE THEY GO BE HAPPY ON MY TIME, ON MY PAYROLL!? I'LL HAVE THEIR HIDES FOR THIS! I'LL oh sweet merciful God what the gravel is that?!"

Blutarch hid behind the Heavy robot, all of the robots sputtering and shorting out as Slenderman appeared, looming menacingly over the room.

Gray smirked. "That is my business associate. He's generally called Slenderman, although that's not his real name. He and I are working together to our 'mutual interest.'" Gray stood up, and motioned to his brother, who was cowering behind the shorting out robot. "Slenderman? This is my brother, the late Blutarch Mann."

The faceless, black-suited monstrosity just stared at the terrified ghost, its head turning to the side curiously. Blutarch whimpered. "I'm so glad I don't have working bowels anymore. If I did, I would have crapped myself so heavily by now that it would be flooding down my pants legs!"

"Well, I certainly didn't need that image," Gray muttered, scowling. "What do you want, brother? Slenderman and I have business to discuss!"

Blutarch gulped. "I... I need to send my brother to Hell, so I can finally beat him. I wanted the mercenaries to take his corpse to one of the Hightower facilities, the one that's built over an old Indian burial ground and has awakened all sorts of things. There's a gate to Hell to throw Redmond's body into, thus condemning him forever."

Gray blinked, and looked through his desk for a moment, pulling out a file. "Ah, I know that place. 'Helltower,' the rubes are calling it," he said, tsking. "Cursed skeletons... That'll be no issue. Ooh, delightful, magic spellbooks were found there that anyone can use... though only in magic-laden areas. Hnh. No matter. Well, if it'll rid me of you... I built my robots in the image of each of the mercenaries. I'll upgrade the AI of one of each and loan them to you, and they can send Redmond to Hell for you on... say, a Payload cart. Deal?"

Blutarch nodded, still staring at Slenderman, who lost interest in the conversation and teleported away. The ghost shivered. "Can't you feel how flat out WRONG that thing's existence is?" he asked, honest fear and wonder in his voice.

Gray shrugged. "He provides me with what I need, I give him aid. I don't care how 'wrong' his existence is," he said. "Do you want my help or not?"

Blutarch shivered again. "Whatever. Deal. Anything to avoid having to be around that thing ever again..."

Gray smirked. "Excellent. Arrangements will be made and I'll get everything set up for tomorrow," he said.

Blutarch nodded, floating away. Gray grunted, leaning back into his chair. The life extender in his spine made a slight beeping noise, reminding Gray that he needed to recharge it. He looked over to his robots, seeing them still affected by Slenderman's presence.

"I can tell you're still here," he said.

Gray blinked, Slenderman appearing in his vision. Gray smirked, silently grateful that Slenderman had shown him that Australium mine. Even the Administrator, for all her intelligence and manipulations, hadn't been aware of it. If he had gone to open war against her, he might not have had the Australium he needed by this point to recharge his life extender.

Slenderman quirked his head to the side again, 'talking' to Gray in his disturbing language of mental images.

Gray shook his head. "This is a minor distraction," Gray said. "I can upgrade my robots to be immune to your corrupting presence, I just need some more Australium from the mine to do it. As for our plan, we're still on schedule. Send me over tomorrow and disguise me as a local. I am fairly skilled at infiltration, so with the information you've provided me so far I can blend in and learn what I need."

Slenderman just stared at him, 'asking' him a question.

Gray snickered. "Of course I'm sending Blutarch to Hell as well. The REDs, if Redmond's done what I expect and gone to them for aid, will probably try to do the same. Honestly, I'm doing the world a favor. The combined STUPID of those two idiots is almost as toxic to life in general as your very existence."

Slenderman quirked its head to the side again.

Gray rolled his eyes. "Oh, relax. I'm not doing this out of altruism, I'm doing this to get rid of a potential spanner in the works. Their incompetence, blithering idiocy, and desire for attention would be too much of a distraction to our overall goals. This is an easy, practical solution to a potentially impractical problem. Pest control, if you will," he said, looking over the Helltower facility's file again. "Olivia will be here tomorrow. You can use her as a sacrifice for the portal then, and... hm?"

Slenderman explained why he wanted her, the imagery of his 'voice' disturbing and violent.

"Oh. You can open a portal on your own, you just wanted her because you were hungry, felt like hurting something small and helpless, and to test my resolve," Gray said, sounding undisturbed by the thought. He shrugged. "Well, that's fine too. You're paying me, I don't mind paying you as well."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Ponyville...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Pinkie Pie, wearing a pirate's hat (and eyepatch), busily worked on her balloon, getting it set up for the festivities this afternoon. Twilight, still smoldering a little, trotted up to her with a smile.

"How's the Twinkle Balloon coming, Pinkie?" she asked.

"Right as rain and twice as delicious!" Pinkie Pie said, tossing a donut into the air and catching it in her mouth.

Twilight blinked, and shook her head, deciding not to bother asking about the odd turn of phrase. "So you'll be ready in time for the race, then?"

"Yep yep yep!" she said. "Me and Spike are gonna have a blast commentating this year!"

Twilight nodded, smiling. "Good, good. Where are the others?" she asked.

"Rarity's working on designs for her new 'Cyber Chiq' line and planning things to do with Sweetie Belle tomorrow to celebrate the Running, Applejack and Rainbow Dash are training for the race, Fluttershy's spending time with her mother, who is also coordinating the guards for the race, Zecora is off getting something to eat, Trixie is preparing some added flash for the start and finish of the race with Big Macintosh keeping her company, and Derpy is spending time with Dinky and Sparkler. The BLUs are in their base, Berry Punch is debating on whether or not to start seriously dating Demoman, RED Spy I'm guessing went back to his world already, Cheerilee's practicing her plant powers, Mayor Mare's contemplating murdering the town council..." Pinkie Pie rambled.

"Pinkie..." Twilight said.

"Cheese Sandwich wrote me from Trottingham, he's doing well and said he's gonna get me the new model party cannon for my birthday, I don't know where Discord's statue is but I'm sure it's in a safe place, Coco Pommel's dedicated her latest line to Rarity and is intrigued by her Cyber Chiq idea too, Gilda's in Griffhala and got arrested for harassing customers at her father's hotel..." Pinkie Pie continued to ramble.

"Pinkie..." Twilight said, fuming a little.

"Bon Bon and Lyra are making out at home but that's private so I probably shouldn't have mentioned it, I don't CARE where Slendermane is so long as he's NOT HERE, he's not even our friend but I decided to mention it anyway, Mare-Do-Well's in Manehattan doing hero-y things, Spitfire's back at Cloudsdale debating how to get into Mare-Do-Well's pants..."

"PINKIE!" Twilight screamed. Pinkie blinked, smiling at her. Twilight sighed. "Just letting me know where our friends are would have sufficed."

Pinkie blinked, confused. "Isn't everyone in town our friend? I know they're all my friends."

Twilight just chuckled, shaking her head. "I just meant our immediate circle of eighteen."

"You have eighteen circles?" Pinkie Pie asked, blinking. "Are you making an Equestria Games flag? Because they don't need that many."

After all this time you'd think I'd learn not to bother, Twilight thought internally. "Thank you Pinkie, I'll keep that in mind." She trotted off, leaving Pinkie Pie to her work.

Twilight sighed to herself. "I really hope this goes well," she said softly. "Spy's right, we do need something along the lines of normalcy..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Later...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"This is Spike the dragon with Pinkie Pie here in the Twinkle Balloon, bringing you the latest in Running of the Leaves race action!" Spike said, grinning as he talked into the magically enhanced microphone. "We've got a great number of contenders today, including some newcomers!"

"That's right, Spike!" Pinkie Pie said, giggling. "Running for the first time are the ponies of Builders League United, that team of super-amazing mercenaries from another world that's been helping us through the recent spat of crises!"

As young dragon and party pony announced the racers, on the sidelines, Rarity watched from her picnic blanket, Sweetie Belle cuddling up to her sister, frowning at her cybernetic leg.

"Does... does it hurt?" she asked softly, stroking the metal limb gently. "Having this attached, I mean."

Rarity sighed. "It aches a little where it's connected," she admitted. "But I'd rather have it than be stumbling around three legged."

Sweetie Belle nuzzled her. "I'd help you walk around, sis," she said.

Rarity smiled, gently kissing Sweetie Belle on the forehead. "I appreciate the thought, darling, but you need to live your own life. I'm fine. My metal limb can feel sensation like my old one can, and I have the sisterly love of a wonderful filly like yourself to help give me strength."

Sweetie Belle grinned and snuggled in closer. She looked at the beginning of the track, where Rainbow Dash, Applejack, the BLUs, Twilight, Derpy, and (surprisingly) Zecora were all getting ready to race.

"You're not gonna run, sis?" Sweetie Belle asked, looking up at her.

Rarity gave her a bemused look. "Even if I wasn't getting used to a new leg, can you honestly see me willingly exerting myself in such a sweaty contest?"

Sweetie Belle giggled, shaking her head.

Applejack smiled over at the two sisters, glancing over at Apple Bloom, who was helping Trixie with the starting fireworks. She went over to her sister to check on her.

"Everything all right here, sugarcube?" she asked.

Trixie nodded, grinning. "Your sister has quite the mechanical prowess," the showpony said. "She's actually corrected an old problem I had with my launchers before."

Apple Bloom shrugged. "Just noticed a few things out of place," she said. "This way, Trixie should get a better spread and brighter colors out of her fireworks. Plus, we both have a big finish waiting for the winner!"

Applejack raised her eyebrow curiously. "How do y'all know anything about fireworks?"

Apple Bloom blushed. "I... may have gotten curious and eavesdropped on Demoman and Trixie a few times..."

Celestia have mercy, Applejack thought with amusement. Apple Bloom with explosives. "Well," she said aloud, mussing her sister's head. "Considerin' Trixie's talent for makin' a show and yer own know-how, ah reckon' it'll be a right fantastic setup."

Apple Bloom grinned, leaning over the launchers to make a few last minute adjustments. Trixie leaned in and whispered in Applejack's ear. "Have you ever considered that her special talent might be just this? Mechanical work? She's even helped me fix the problems I keep having with the wheels on my cart."

Applejack nodded, sighing and whispering back. "Ah think she's startin' to recognize it," she said. "But danged if she isn't one of the most stubborn ponies ah've ever known. And this is from someone who's seen Pinkie Pie try to make friends with someone who didn't even like her."

Trixie giggled.

Applejack frowned a little, and asked. "And how're you doin,' sugarcube?"

Trixie sighed. "The nightmares still come. But the hallucinations stay away so long as I'm not alone," she said softly. "I know you don't entirely approve of Trixie dating your brother, but he's been both very good to me and very good for me."

Applejack chuckled weakly. "Well, Big Mac's like that. Ah'm just glad you aren't doin' too badly."

Trixie smiled gratefully.

Rainbow Dash, meanwhile, was waiting by the BLUs. "You're all participating?" she asked.

Soldier nodded. "This is the best way to show solidarity with the town," he said. "Plus, nothing wrong with a good 10K run through the forest," he said.

Scout grinned. "Especially when you're fast enough t'leave everyone else in the dirt," he said.

"You MUST be talking about me," Rainbow Dash said with a smirk. "'Cause obviously a skinny runt like you won't be able to beat 'the Dash.'"

Scout cackled. "HA! Ain't nobody can beat me in land speed! Plus, I seen the way you snack, chubs. You'll be lucky if you beat HEAVY!"

"I'm standing right here," the massive Earth pony rumbled, offended.

Rainbow Dash got right in Scout's face. "You think you can beat me?" she said, grinning wickedly. "Bring it, skinny!"

"I'll bring it all over you, chubs!" Scout said, the two of them literally butting heads.

Sniper facehoofed, shaking his head and snickering. "Those two are so alike and they don't even realize it," he muttered.

Spy snorted, grinning. "Oh, let zem rail on each other. So long as feelings aren't hurt, zis competitiveness can't harm anything," he said.

Zecora, nearby, sat in a lotus position, meditating quietly before the race. Fluttershy, who had chosen to spend time with her parents in the security booth instead of racing, came up to her.

"This is a change, isn't it Zecora? I mean, I've never seen you race in the Running before," she said. "Not that I'm saying it's a bad thing, I..."

Zecora smiled. "I know what you mean, no harm was meant. And indeed, for me this is quite different. Lately though I'm feeling the need to get out. To experience life and what it's about," she said, blushing a little at Spy. "And it helps that I've found a stallion to trust. Who's body is as hot as his motives are just." She blushed, realizing what she just said.

Derpy, who was nearby and overheard, giggled. "No harm in showing admiration for a stallion you like," she said.

Zecora nodded, blushing. "Normally I'm able to control what I say. But I had such a good time being taken both way..." she clapped her jaw shut.

Derpy and Fluttershy stared at her, a blush spreading over all three mares. "Did you... with both Spies?" Derpy said quietly, grinning widely. "At once?!"

"Oh my... oh MY my my..." Fluttershy, blushing bright red and giggling uncontrollably.

Zecora nodded, blushing. "My mouth is getting away from me today. But last night I did indeedhave myself a three way," she said.

"Details, honey, details," Derpy said, sidling up to Zecora in amusement. Fluttershy politely excused herself, her internal TMI sensors blaring alarms. Although despite herself, she found herself blushing brightly at the idea, unable to stop smiling.

Medic cricked his neck, listening to Zecora regale Derpy with her story of last night's fun. He turned to Spy and said, "Are you sure it vas vise to do somezing so intimate vith Zecora? This isn't our world, Spy."

"It could be..." Spy said softly.

Medic stared at him in shock, his eyes going wide. Spy sighed. "...Ze more I think about what we left, ze more I realize... we had nothing zere. Just ze war, an influx of..." He shook his head. "'decorations' we hung on ourselves, and an utterly evil woman for an employer."

"But... ve are..." Medic stammered.

"We are welcome here, Herr Konigburg," Spy said, Medic flinching at the use of his real name. Spy shook his head, sighing again. "Here, we have friends outside of our regular circle. Townsfolk who appreciate us and enjoy our company, and don't have to worry about our petty, meaningless conflict with RED blowing up zere town. We have... love..." He turned to look at Zecora, smiling warmly. "With all ze women I've romanced before, I've never encountered someone as... as VIBRANT as her before..."

Medic scoffed. "It is ze changeling DNA talking," Medic said. "Ve are a foul thing, Spy. Ve cannot stay here."

Spy stared at Medic, frowning. "Your ex-wife doesn't hate you, Medic. She still cares for you. And I know you are aware of Heavy's feelings for you."

Medic, closing his eyes tightly to fight back tears, growled. "She shouldn't care for me. Neither should Heavy. I'm not vorth caring about," he said. "Spy, do you think ze others vant to stay here? Zis place isn't..."

"Some of ze others are considering staying here, Medic," Spy said softly.

Medic's expression was one of horror. "No... No, zis is... Ve do not deserve to..."

Spy's eyes narrowed. "Do not project your self-loathing onto us, Medic," he said warningly. "We ALL deserve some measure of happiness." His face softened, and he added, "Even you."

Medic closed his eyes, taking a deep breath. "I... forgive me," he said. "It is... hard, sometimes..."

Spy just nodded, a gentle smile coming to his face . "Of course. Let us focus on ze race, yes?"

"Actually..." Medic said, giving Spy a pained look, "I zink I vant to be alone right now. I have... much to zink about, ja?"

Spy frowned, but nodded. Medic turned to walk away from the starting line. Heavy and Twilight both turned to follow, but Spy held them back, shaking his head.

"What is wrong with Medic?" Heavy asked, frowning worriedly.

Spy shook his head. "He is simply having a self-reflective moment and needs time alone," he said. "He will be fine." I hope... Spy added inwardly.

Heavy and Twilight both watched Medic skulk off, frowning worriedly. Heavy turned to Twilight, but she was already talking to one of the nearby royal guards, who nodded and followed Medic.

Twilight looked up at Heavy, and said, "Just to make sure he doesn't do anything... 'regrettable' to himself... I've had enough friends killing themselves on me..."

Heavy smiled gratefully. "Thank you, tiny princess pony," he said softly.

Twilight smiled, the two of them heading back to the starting line.

Pinkie Pie and Spike hovered the Twinkle Balloon over the starting line. "The racers are in line, and we're ready to start!" Pinkie said, looking down at the Doctor, manning a giant hourglass and holding a starting flag in his mouth. "The flag is up, and..."

The Doctor brought the flag down, a dazzling display of fireworks going off. The racers all took off, Applejack, Rainbow Dash, and Scout pulling into the lead quite quickly, Rainbow Dash and Scout quickly pulling ahead of the pack, matching each other exactly.

Heavy, for his part, found himself lumbering along at the back of the racers. He didn't mind, though. He knew that the purpose of this race was to help shake leaves loose from the trees and help bring Autumn in more successfully.

As he ran, though, he found himself not alone.

"How's Medic doing?" Orion asked, trotting alongside the towering mercenary. "I saw him sort of slinking off earlier..."

Heavy sighed. "Medic is... not well... He has been feeling off since we came here..." he said.

Orion frowned. "Hope he recovers. He's a bit on the crazy side, but he's a good guy overall, I can tell," he said.

Heavy smiled at the pegasus. "Thank you," he said softly. "Medic is... important to me..."

Orion grinned. "Listen, if you ever need to relax, come see me and I'll take you out to dinner. I promise no commitments and no surprises," he said. "Unless you ask for them, of course," he added with a smirk.

Heavy went wide-eyed at this. "Are you..." he said, "...asking me out?"

Orion smirked. "Of course! You're handsome, built to last, and from what I've heard, you can cook, too! What's not to be attracted to? But while I'm making the offer, know that it's just to help you feel better if you need it. I try not to interfere in couples."

Heavy allowed himself a smirk. "Says the tiny pervert pony who is coming on to me," he said.

Orion grinned. "Stop bein' so damn sexy all the time and maybe I'll stop flirting with you," he said. "Hey, if nothing else, I can give romantic advice."

Heavy grunted. "Can you give advice to man who gets violent when he gets aroused? Medic admitted to me what he did to his wife a year or so back..."

"Sure," Orion said.

Heavy stared at him, almost stopping in mid-trot.

Orion chuckled. "Believe me, I've dated MUCH weirder things than doctors who get violence compulsions when they get aroused," he said, smacking Heavy on the rump. "Gimme a call sometime and I'll tell you all about it, cutie."

Heavy, blushing, only watched as Orion galloped ahead. He shook his head, chuckling. "Heavy is having mixed feelings about tiny pervert pony," he said, mainly to himself. "But he isn't that bad looking. Heh..." Heavy chortled, and continued the race.

Pinkie and Spike hovered the balloon over the front of the pack, Rainbow Dash and Scout holding a solid lead the two of them dead even with each other with Applejack close behind. Normally, she'd be making an effort to get past them, but quite frankly she was having fun watching the two of them yell at each other.

"Yeah, you think you're somethin,' Rainbow Fatty?" Scout shouted, frustrated that Rainbow Dash was able to keep perfect pace with him. "Ain't nothin' alive that's the same species as me that can beat me at land speed!"

"Dream on, twig boy!" Rainbow Dash shouted, frustrated that Scout was able to keep perfect pace with him. "I make sonic booms easier than you open your flapping mouth!"

"Bean farts don't count as sonic booms, chubs!" Scout cackled.

"At least I eat something, skeleton boy! Plus, I get more mares hitting on me in a single day that you ever have in your entire life, and I ain't even gay!" Rainbow Dash teased.

Applejack shook her head, chuckling. These two really were far too alike. No wonder they couldn't get along!

She felt someone coming up behind her, and saw Zecora closin' the gap quickly. She grinned challengingly. "Well well, sugar cube!" she said. "Seems like there's more to you than just potions and constant rhymin'!"

"I make my home in Everfree! Are that surprised to see such speed from me?" Zecora crowed.

Applejack laughed. "Well, ah cain't argue with that! C'mon, Zecora, let's go!" she said, and picked up the pace, Zecora following right behind and closing fast.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Canterlot Castle...

Royal Court...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"'Tis a shame, sister, that we couldn't attend the Running in Ponyville," Luna said, idly sighing at the line of ponies just outside the chamber's doors, all here to air their grievances. They had already been through many ponies today, whose requests ranged from the absurd to the only moderately reasonable. So far, no requests had been granted today by either Princess.

"Indeed. But! Duty must come first. We are minded to be watchful of our little ponies needs, dear sister," Princess Celestia said, smiling benevolently.

"So be it," Luna said, yawning boredly. "Will the next petitioner please come forward?"

Two cream-colored, red-maned unicorn stallions, identical save for the mustache one wore and the slightly different Cutie Marks, came forward, bowing humbly. "Your majesties," the mustached one said. "My name is Flam, and this is my brother Flim."

"Flim and Flam?" Luna said under her breath, chuckling. She immediately recognized them now from the reports given about the two scam artists.

"Such trustworthy names," Celestia joked quietly, neither brother hearing them.

Flam bowed again. "We come because we have exhausted all other options, your Majesties. We won land off of a group of farmers fair and square, providing a superior product and gaining their homestead in a wager. And yet we have as of yet been unable to claim it due to constant interference from the farmer's associates."

The unmustached Flim stepped forward. "We seek your aid in claiming this land, which is ours by right," he said.

Celestia hmmed thoughtfully. "What is the land you seek to claim, my little ponies?" she asked.

"Sweet Apple Acres, Princess Celestia," Flim explained, smiling warmly.

Celestia's expression remained the same, benevolent and friendly. But you could feel the temperature in the room drop ten degrees with a single word from the Sun Princess. "Oh?"

Flim and Flam traded nervous looks. "Y-Yes, your majesty. Sweet Apple Acres," Flam said, his and his brother's ears drooping.

"So..." Princess Celestia said. "You sought to steal the livelihood from a national hero's family."

"Y-Yes...?" Flim said, grinning nervously.

"Land that I personally bestowed upon them, with my blessing," Celestia said, her eyes narrowing.

"Um..." Flam said, gulping.

"A family who is in my favor," Celestia said, her smile disappearing, her voice briefly taking on an echoing quality. "You two, who are known to us as scam artists and con men, seek to claim that which thou hast not earned?"

"..." Both brothers traded nervous looks, Luna snickering at their plight.

Celestia just glared at them for a long moment. She then turned to Luna, asking in a frighteningly casual manner, "Luna, have you not wondered at my selection of guards for tonight's court?"

Luna looked around. The selection was oddly haphazard, including a mix of Earth ponies, unicorns, pegasi, and thestrals. "I had, actually. I assumed it to be another one of your whims, sister. I swear, you can be as flighty as Discord at times."

Celestia smirked. "I chose them for what I found in their personality profiles. I chose them for tonight's watch because they are the types who wouldn't protest something like my idea being carried out."

The guards all traded interested looks. Luna frowned, giving her sister a worried look. "And what idea would that be?" she asked. Celestia smiled.

"Tell me... Do you remember what the punishment for con-artistry was in the old days?" Celestia asked. Both brothers paled at the mention of 'old days,' and began looking for a way to make a quick exit.

Luna's eyebrow raised cautiously. "For unicorns? Removal of the horn and a suppression spell to keep it from growing back for at least a year," she said, ignoring the gasps of the two brothers. "But Tia, with the way you are running things now, I would think that the spell would have fallen out of favor with..."

fineeverythingisfine

Luna shook her head, her thoughts going blurry for a moment. She blinked, and said, "Well... never mind. The reputation of these two fools is not unknown to us. If you think such punishment is warranted, then we will not contest it." justliketheolddays Luna shook her head again, her thoughts muddling again briefly, before adding, "And honestly, Tia, we have been wishing you to take a harsher approach to some of the fools that come visit us. The old ways were harsher, but they were effective."

Celestia grinned happily. "It shall be done, then," she said. "Guards?"

Flim and Flam had already bolted, but the guards had intercepted them before they could escape The two brothers struggled desperately to get away, two massive Earth pony guards on top of them, hooves on their horns to keep them from casting magic as suppression cuffs were being slipped on their horns.

Celestia smirked. "Take them away. Saw off their horns, don't bother with an anesthetic, and cast a suppression spell on them, set to fade in one year. And then I think some time in a labor camp will do them some good. Perhaps they will learn to respect the hard work others have to put into their lives after some hard work themselves."

The guards, chuckling, dragged off the two screaming, crying unicorns. Celestia felt the approval of the shadows that empowered her.

Well done.

They won't bother Applejack or her family ever again.

Their fate will serve as a lesson to those who would harm ponies under your protection.

Celestia just smiled. "Send in the next petitioner, please! I'm in a good enough mood that their chances of getting what they want may have increased!"

Prince Blueblood walked in.

"Or not..." Celestia muttered, Luna giggling.

"You jinxed it, Tia," the Night Princess teased.

"Oh hush," Celestia said, smirking. She turned to Prince Blueblood, and sighed. "Very well, Prince Blueblood. What is your petition?"

Blueblood grinned smugly. "You can't dismiss me this time, Aunties," he said, levitating a sheaf of papers and scrolls. "I've gotten expert opinion on why cake should be completely banned from Equestria, and all bakers arrested."

"Sure we can," Luna said, plucking the scrolls and papers from Blueblood's grasp and incinerating them from a quick spell.

Blueblood gasped, turning to Celestia. "Auntieeee," he whined, his voice reaching a pitch only five-year-olds who had a favored toy taken from them could reach.

"We've discussed this before, Blueblood," Celestia said, her expression amused. "Just because you had a bad experience at the Grand Galloping Gala over FIVE YEARS AGO doesn't mean that cake should be denied everyone else. Especially to ME."

The guards and Luna snickered. Celestia's adoration of cake was well-known to everyone. The Sun Princess smirked. "No, I think I'm done putting up with your petty demands and your constant degradation of the royal house." she said, pulling out a scroll from behind her throne and levitating it over to Luna. "My student came up with this idea. What do you think, dear sister?"

Luna opened the scroll, frowning. Her frown quickly turned into a mad giggle of sadistic glee. "Oho... Who knew that sweet and gentle Twilight had it in her?"

Blueblood squirmed, his ears drooping. Something about this was starting to feel off.

"Oh please, Tia, let me make the proclamation," Luna begged, giving Celestia her cutest pleading look. Celestia giggled and nodded. Luna giggled as well, coughing and regaining her composure. When she spoke again, her eyes were glowing and her voice was echoing. "Prince Blueblood. By order of the Triarchy of Equestria, you are henceforth temporarily stripped of your titles, lands, and possessions and, by Imperial Decree, ordered to place yourself in servitude to the mercenaries of Builders League Untied. They will have full authority over you in every way until they have decided that you are worthy of having your title, land, and possessions restored to you."

Blueblood gasped in shock, ignoring the snickers of the gathered guards. "B-But AUNTIES! They... They're COMMONERS! They SMELL FUNNY! And they'll make me do WORK!" he protested. "I'm royalty! I'm unfit for doing manual labor!"

"I'm sure a few weeks in Soldier's command will change that," Celestia said. "Do you dare defy what my sister has decreed?"

Blueblood sputtered, looking from Luna to Celestia and back again... and visibly deflated. "No... No... Can I at least pack a few things?"

"Forget it," Luna said. "We have seen what thou doth consider 'a few things.' You will set out immediately via the train station with naught by the clothes on your back, and report to the Builder's League United facility in Ponyville. We shall send a missive to the Elements and the BLUs via Spike."

"Go, former Prince," Celestia said. "Your presence is no longer required here. Or allowed."

Blueblood groaned softly, and nodded, slinking out of the court, leaving two giggling princesses behind.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Ponyville...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The race was nearing its conclusion. Thankfully, there had been no incidents where ponies had been put in danger, Barricade's guards keeping close watch on the pathway through the forest. The race itself, meanwhile, had become something of a fiasco.

Or at least it had for two racers.

"You're nothing!" Rainbow Dash snarled, grabbing Scout in a headlock. "There's no way a runt like you can beat me!"

"I'm the fastest runner here! I'm not about to be beat by some rainbow-maned SHOWOFF!" Scout snarled, the two of them flapping about as they tried to mangle each other.

"What's with those two?" Demoman said, laughing as he passed them.

"Two egos out of control," Engineer said, chuckling. "Two ponies with the exact same personality meeting up and clashing. Ah'm honestly surprised this didn't happen sooner."

Demoman cackled, the two of them trotting on.

As Rainbow Dash and Scout continued their battle, Pinkie Pie and Spike lowered their balloon down to them. Pinkie Pie giggled.

"Really, Dashie? AGAIN?!" was all she said.

Rainbow Dash froze, and began looking at the racers passing the two of them, Scout doing the same. Both of them swore, and dashed back into the race, yelling at each other the whole way, and keeping exact pace with each other the whole way as well.

When they did finally reach the end, both of them collapsed, groaning in frustration.

Applejack was already being awarded the first place medal, Zecora the second place, and Soldier the third, the three of them looking proud of their victory. Above them, an impressive fireworks display sparked and danced through the air.

"Again?" Twilight said as she trotted up behind Rainbow Dash and Scout, the princess giggling.

Rainbow Dash just grumbled, both she and Scout stepping aside to let the others pass.

"What did she mean by 'again?'" Scout asked.

Rainbow Dash frowned, looking embarrassed. "...This isn't the first time I let my competitive streak get the better of me. Me and Applejack one time, we started trying to cheat and trap the other, trying to slow each other down. I wanted to get Applejack to come in last, she wanted me to come in last. In the end, we spent so much time cheating that we both came in last, forgot the purpose of the Running was to help loosen the leaves on the trees."

Scout snickered. "Hey, at least this time ya didn't come in last," he said, shaking his head.

Rainbow Dash chuckled. "Yeah, that's something," she admitted.

The two stepped aside, not really friends but no longer trying to mangle each other, and watched as the rest of the racers, ending in the lumbering Heavy, crossing the finish line. Barricade walked up to the trees, gently blowing on a branch. The leaves fell off easily.

Barricade nodded, satisfied. "Citizens of Ponyville, I'm proud to declare this year's Running of the Leaves a complete success!"

The crowd cheered, several food stands opening to sell their wares. Rainbow Dash and Scout started towards the Sugarcube Corner stand, only to feel something tugging on their tails. They turned around, seeing Dr. TL Care drop their tails from his mouth.

"I'm so sorry, but I'm not very loud and I couldn't think of another way to get your attention," the pegasus said, grinning weakly. "You two were fighting, and... well, it would be best if you got looked over for injuries, if that's okay with you."

Merciful Luna's tail it's a male, older Fluttershy, Rainbow Dash thought, grinning. She hadn't really had a chance to talk to Fluttershy's father yet, the shy doctor spending most of his time at the hospital. She and Scout traded looks, letting Dr. Care lead them off to the medical tent.

Twilight came up to Barricade as she dismissed her volunteers, thanking them for their aid. "Any problems?" the princess asked.

Barricade shook her head. "No, your highness," she said. "Nothing more than a few curious wolves, and those were driven off with a few of Trixie's fireworks. No harm to any party, not even the wolves."

Twilight sighed in relief. "Good. Very good," she said. "We definitely needed a break from the attacks."

"And so far it's working great," Mayor Mare said, coming up to the two of them. "From what I can see, morale is up tremendously thanks to this. Everypony's having a lot of fun."

Barricade grinned. "You lot deserve it. As far as I'm concerned, you're all heroes."

Mayor Mare and Twilight grinned.

Twilight started to say something, when Spike came running up to her, unrolled parchment in hand and a wicked grin on his face. "They went for it," he said, panting as he skidded to a halt.

Twilight blinked, taking the letter from Spike and reading it. A demonic grin came to her face as she read it over and showed it to Barricade and Mayor Mare.

"Dear me," Mayor Mare said, chuckling. "I remember Blueblood. He tried to buy the town from me to have it bulldozed and replaced with a golf course."

Twilight blinked. "He did?"

Barricade nodded. "Oh yes, he did. It happened before you came here," she said, guffawing. "You should have seen the chewing out Princess Celestia gave him over that little stunt. I swear, his head almost shrank completely into his neck!"

Twilight smirked. "Well, he's finally getting some comeuppance for all the times he's embarrassed the royal family," she said. "I'm gonna go tell the BLU team."

Mayor Mare and Barricade both nodded, trotting off to the food stands, Mayor Mare heading for Bon Bon's confectionery while Barricade headed for the Sugarcube Corner stall. Twilight, meanwhile, Spike resting on her back, trotted over to where the BLUs (save for Medic, who had left, and Pyro, who was playing catch with Gem) had congregated.

"Looks like you're no longer the fastest," Soldier said, preening and polishing his third place medal.

Scout grunted. "How'd you get so damn quick, anyway?" he grumbled. "Usually the only one slower than you is Heavy."

"Soldier and I carry heaviest equipment in battle," Heavy explained. "Soldier is also most physically fit of all of us, with highest stamina. Medic say he can come close to matching you in speed if he just running with no equipment."

Scout just grumbled incoherently, the other BLUs chuckling at their friend's expense. Sniper was the first to notice Twilight, tipping his hat to her respectfully as he came out. "Evening, Twilight, Spike," he said.

"Hi guys. Soldier, great job on the race," the alicorn said, Spike waving cheerily from her back.

"Thanks!" Soldier said, beaming.

"I've got some news," Twilight said, holding out the letter. "You guys are getting a new recruit."

The BLUs traded confused looks, reading the parchment. "...Blueblood's joining us?" Scout said, gagging.

Twilight nodded. "He's been stripped of all power and privilege, so you can do whatever you want to him while he's in your command."

Soldier's eyes widened, a slow grin coming over his face. "So... we're getting a Cadet. A Cadet with a reputation for being a snob that we get to train."

Twilight blinked, confused by the fact that she could almost hear the capitalization of 'Cadet,' but nodded. "Yep! And you guys get to decide when he's ready to be a prince again."

The others began grinning. "Eheh..." Scout cackled. "When's he coming?"

"Should be later tonight. He'll be arriving by train," Twilight said.

The BLUs traded evil looks. "Thanks for tellin' us, Twilight," Engineer said. "We'll be there to meet him."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Later that evening...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Blueblood huffed indignantly as he stepped off the train. His Aunties may have ordered him not to take anything with him, but they had said nothing about him enjoying himself before being exiled to this podunk town. A good few hours at the finest restaurant in Canterlot with the last of his on hoof money and he felt ready to confront the rabble he was being forced to serve.

Almost immediately as he set hoof on the station's floor, he found himself staring at the nine mercenaries of Builders League United. He glared at all of them disdainfully... and then saw Pyro, who waved at him cheerfully.

"Hi Mr. Fireballs Man!" she said, giggling. "Thank you for all the hats!"

Blueblood squeaked fearfully and put his forehooves over his crotch protectively. The gathered BLUs snickered.

"So ah guess y'all are workin' for us now, Cadet?" Engineer asked.

"It appears so," Blueblood said, wincing at Engineer's accent. "And my name is Blueblood, not..."

"NEGATIVE!" Soldier barked, getting in his face. "It is company policy at Builders League United that you do NOT go by your real name, but your job class name instead! As you are now our Cadet, your name, and what everypony in town is going to call you, is CADET! Is that clear, maggot!?"

Blueblood stared at Soldier in horror. "Y-You can't just..."

"I SAID IS THAT CLEAR, MAGGOT!?" Soldier roared.

"S-Sir, yes sir!" Blueblood said, saluting reflexively. "Please don't kill me..."

Sniper rolled his eyes. "Oh, this is gonna be fun..."

Soldier began pacing back and forth, barking orders. "Starting tomorrow you useless waste of space, you are going through the training regimen of a lifetime! That Canterlot Elite flab will be worked off, replaced by solid muscle! You will work hard! You will earn your keep! And by God I WILL MAKE A STALLION OUT OF YOU THAT'S WORTHY TO BE CALLED PRINCE! IS THAT CLEAR, MAGGOT!?" Soldier finished with a roar.

"Someone's in his element," Scout chortled.

"Hard te believe that Solly's the Dark Element of Love," Demoman joked.

"Y-Yes sir!" Blueblood whimpered.

"Good! Start by reporting to Princess Twilight and helping her and the others with the cleanup from the Running!" Soldier ordered. "MOVE!"

Blueblood scrambled off, desperate to get away from Soldier. The BLUs all chuckled.

"That felt great," Soldier said, grinning. "Best day I've had in weeks."

Engineer looked thoughtful for a moment. "We'll use him to help set up our demonstration stalls tomorrow," he said. "Plus we'll use him as a 'practice dummy' where needed."

"Sounds good," Sniper said, agreeing. "Get some real use out of him."

"Did you guys here how many near wars he caused just from that overdeveloped superiority complex of his? Geez..." Scout said, shaking his head.

"Sixty-four," Spy said, smirking. "I checked."

"Eeesh," Scout said.

"We've got some real work te do if we want te shape THAT into something useful," Demoman said, gesturing in Blueblood's general direction.

"Hey, Engie?" Soldier asked. "Any chance you know a spell that can temporarily create a soundproof shell around, say, a cot? Enough to cover both the cot and somepony standing next to it, maybe on something that an Earth pony can just tap to activate?"

Engineer looked thoughtful. "Ah can probably get one from Twilight. Why?"

"No reason," Soldier said, grinning wickedly. "Excuse me, I gotta get Pinkie Pie to help me find something." He trotted off, whistling. Scout and Engineer both recognized the song and began chuckling.

The other non-American BLUs gave them confused looks. "Vhat vas ze song?" Medic asked.

"'Boogie Woogie Bugle Boy from Company B,'" Engineer said, shaking his head. "Song's by the Andrews Sisters. Solly's goin' for a bugle."

"Oy," Sniper muttered, he and the others chuckling. "That explains the soundproofing spell he asked about."

Engineer laughed. "Ah better go get it. Reveille ain't exactly mah ideal way to wake up," he said, trotting off.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The next morning...

Just before sunrise...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Blueblood, his suit in the trash, lay in his cot, the humble bedding far less comfortable than he was used to. He had finally managed to get into a REASONABLY comfortable position and drifted off, sleeping peacefully, silently bitter over the fact that the BLUs and that strange, unnerving automaton Engineer called his daughter were using real beds.

As he slept, though, he didn't notice Soldier sneak up behind his bed, tapping a glyph carved into the floor. A soundproof dome of magic energy surrounded the two of them, blocking all sound from exiting the edges of the barrier. Soldier smirked, looking at Blueblood's sleeping form.

So peaceful. So content.

Without a h int of remorse, Soldier brought the bugle Pinkie Pie had acquired for him to his lips and, as loudly as he could, played Reveille.

With a decidedly mare-like shriek, Blueblood literally fell out of his cot, covering his ears and scrambling under the bed, whimpering.

"Rise and shine, maggot! It's time for early-morning exercises!" Soldier barked.

Blueblood stared out the window incredulously. Only just now was Luna starting to lower the moon. "It's not even morning yet! Plus, I haven't had time to bathe, to eat, to read the morning paper..."

"You're in the army now, Cadet!" Soldier shouted, unable to keep himself from grinning. "You gotta work before you can eat! And I think a good ten laps around Ponyville is a good way to start. Now MOVE!"

Blueblood yelped, too afraid to do anything other than comply. Soldier dashed out after him, screaming "Hup hup hup hup!" over and over. Inwardly, thought, it was all Soldier could do to keep himself from skipping.

Back in the base, the BLUs were woken up by the sunrise. Gem was the first to awaken fully, the crystal robot's eyes flickering to life as the life-giving sunshine hit her solar collectors on her back. The others got up soon after, Heavy, Engineer, and Demoman going to prepare breakfast. The smell of fresh pancakes and scrambled eggs began to fill the base as the two chefs got to work, the BLUs casually discussing their day.

About an hour later, Soldier dragged a tired, panting Blueblood back into the base by his tail. The deposed former Prince lay limp, his chest heaving.

"Pathetic," he muttered as he spat out Blueblood's tail, the Earth pony not even tired.

Blueblood made a strangled moan, glaring up at Soldier. Soldier gave him a glare right back. "Get something to drink and then sit down to eat," he ordered.

"Can't I get cleaned up first?" Blueblood whined.

"NO," Soldier said. "You'll shower after you eat, taking only fifteen minutes in the shower. After which, you're going to help us set up our presentation facilities for the training that's going to take place over the next few weeks."

Blueblood gagged. A shower? Just fifteen minutes? After all that sweating he needed an hour in a hot tub with perhaps a massage afterwards and another hour's brushing of his coat. Plus, they expected him to do more work?!

Engineer, as he made fresh pancakes for Blueblood and Soldier, saw Blueblood's expression and snorted. "A little hard work won't kill ya, Cadet," Engineer said. "Y'all are out of shape and need some real muscle on ya."

Blueblood sniffed indignantly. He looked down at his barrel, noting uncomfortably that his middle did indeed look rather squishy... Huffing, trying to maintain some princely dignity, he forced himself to his feet and sat down between Spy and Sniper, the former moving to the side to give him a space.

Engineer levitated him over a plate of pancakes and a small bowl filled with eggs. They were thick and fluffy, evenly stacked one on top of the other, taking up almost the entire plate, a pat of butter melting on all three pancakes. The eggs were thick, filled with cheese and green peppers. Blueblood cringed. They aren't real cakes, he told himself, they're pancakes. Not real evil pastry...

"You talk of me being flabby, then give me this?" Blueblood said.

Heavy grunted at him. "Tiny flabby Cadet will be doing real work today. Real work is best done on full stomach, not useless portions bourgeois eat at fancy parts. EAT. And make sure to clear plate," he growled.

Blueblood winced, and began eating his food. To his surprise, it was actually quite good. The cakes were thick, but fluffy and warm. Blueblood added a little syrup to them after seeing Pyro do so with hers. And the eggs were hearty and delicious.

The former Prince found himself, without even realizing it, clearing his plate completely, eating all of the pancakes and eggs. Engineer collected all the empty plates and began washing them.

Scout snickered. "Don't ya think we should make Cadet do that?" he teased.

Engineer rolled his eyes. "There's a difference between havin' a Cadet and having a slave," he said. "If we shove all our piddly little tasks on him, then how're we better than your average lord of the manor?"

"Da," Heavy said. "Cadet will take turns with us doing dishes. His turn will come after Spy's, which means Medic does dishes next."

"Vunderbar..." Medic muttered, sipping his coffee.

Blueblood sighed, heading to the showers. Soldier followed him, glowering, Blueblood whimpering as he went into the shower room.

It was fairly spartan, ten shower stalls set up, each in ways that all three breeds of pony could use the showers easily. Soldier tossed him a bottle of cheap shampoo and soap. "Fifteen minutes, Cadet. Then it's back to work," he said, going over to another shower stall, closing the door behind him.

Blueblood grimaced. "Can't I have a little privacy?" he whined.

"Only when I can trust you not to take more than fifteen minutes," Soldier said. "You can have another shower after the day's work is over, but ONLY after the day's work is over."

Blueblood sighed wearily, having quickly learned that complaining any more would just make him angry. He turned on the water and let the warmth run over him for a few minutes, the heat relaxing his tired muscles. All that running...

He looked over to Soldier's stall, where Soldier was already lathering up. The Earth pony was singing to himself, a song that he didn't recognize.

"...the halls of Montezuma to the shores of Tripoli..." Soldier sang softly, seemingly lost in his thoughts. Blueblood shook his head and picked up the shampoo with his magic. He scowled at it, some name-brand trash that commoners used, and reluctantly poured some of it into his mane and tail. Quickly scrubbing himself, he then picked up the soap, glaring at it as well. "I better not get a rash from this commoner garbage..." he muttered as he began soaping himself.

Finally, he was done. He opened the door to his stall, only to find Soldier glaring at him.

"That was twenty minutes," Soldier said. "I said only fifteen!"

Celestia, Luna, Cadence, Twilight, Discord, Tirek, ANYPONY SAVE ME! Blueblood whimpered inwardly. "I was just five minutes over!"

Soldier whirled, sweep-kicking Blueblood's legs out from under him. "Thirty pushups, maggot! NOW!"

Blueblood nodded fearfully, pushing himself up with only his front hooves and slowly lowering himself down.

Soldier grunted. "You are worthless and weak, Cadet. But I'm gonna fix that. I'll break you down into rubble and then I'll rebuild you into a solid bulwark that nopony can crumble! But first, you gotta be broken down..."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Later...

Town Square...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Equipment's all here," Demoman said as Soldier and Blueblood came up to him, the latter looking sullen and grumpy. Demoman ignored the former prince for now. "Miss Derpy's spreadin' the word te everyone in town. We can get started as soon as we're set up."

Soldier nodded. "I just need to set up a few fighting mats," he said.

Demoman glanced over at Blueblood, smirking. "So... how's 'Cadet' doing?"

Soldier sneered. "He's weak, has no stamina, and has the willpower of a jelly donut," he said. "Otherwise, he's fine. Probably entertaining himself thinking up creative ways to kill me."

"Got a good one just now," Blueblood snarked under his breath. "It involves tweezers, rock salt, and a chainsaw..."

Demoman and Soldier both chuckled, overhearing him.

Blueblood grumbled, looking around as the BLUs set up their stations. "What's going on here, anyway?"

Soldier frowned. "The town was attacked recently," he said. "A lot of good ponies died. We've gotten the town council to agree to militarize Ponyville and build up a fort around it. We're going to be training everypony in our own skills, so they can better defend themselves."

"You, laddie, are gonna be learnin' ALL of our skills," Demoman said.

Blueblood blinked. "WHAT? Why!?"

Demoman sneered at him. "Because, ye great, lactating wet nurse, that's how we've decided you're going te earn your lands and titles back."

Blueblood frowned, looking around again. "These people, these... commoners... their not soldiers. Do you honestly think "

Soldier glared at him. "We don't have a choice now. This town has been attacked too many times and it's sheer dumb luck that ponies haven't died until recently. We HAVE to make this town capable of defending itself so it doesn't have to rely on outside help," he said.

"Too many foals had te have explained te them why their mum or their pap was not comin' back te them," Demoman said softly. "Too many foals had te move to an orphanage, or in with relatives. We cannae stand idly by and let this happen over and over again."

"Cadet, not all of us live in a well-fortified, well-supplied castle on a mountain that's guarded by the Sun and the Moon themselves," Soldier snarled.

Blueblood flinched, but said nothing more about it. Something about this was... bothering him. He couldn't place what it was, though. "Let's just do this..." he muttered.

Soldier looked him over, and smirked a little. "Come on, Cadet," he said. "We'll start with the easy stuff, setting up my fight mats."

Blueblood nodded, and began to help each of the BLUs set up their stands. Some were in the center of town, while others, like Sniper's and Spy's, were on the outskirts of it.

By noon, everypony in Ponyville had gathered in the square, watching curiously. Even a couple changelings had shown up, sent by Chrysalis to observe and decide whether or not the Hive would participate in the training.

Engineer stepped forward to the gathered crowd. "Thank y'all for coming," he said. "With the recent spade of attacks, the town council's agreed to let us train y'all. We're gonna teach you our skills, which should help y'all be able to better defend y'selves. Too many have died, and you need to know how to fight."

The townsponies looked at each other, murmuring worried agreement. The robot battle had nearly ended in tragedy. And knowing how to fight back would be a tremendous benefit.

A gray-furred unicorn in a dark black jacket, his Cutie Mark a wrench and circuit board. "Sir? I'm just passing through, but if it's all right with you I'd like to help out in any way I can while I'm here," he said.

Engineer smiled. "Right neighborly of you, pardner," he said. "What's your name?"

"Gearbox, sir," the unicorn said, smiling. "Gyro Gearbox. I'm a technician from Trottingham, on my way to Canterlot. I just happened to be in town when the Running occurred, and got curious abouthe walls going up."

Engineer grinned, pleased to have a fellow tech to talk to. "Well, Gearbox, y'all are more than welcome to help out."

Gearbox smiled warmly. "Thank you, sir."

Spy stared at him, frowning. Something about this Gearbox felt off. But he just couldn't place his metaphorical finger on it...

/\/\/\/\/\/\/\/\/\/\/\/\

Later...

/\/\/\/\/\/\/\/\/\/\/\/\

Gearbox, whistling softly, walked out of town, a smile on his face, his stomach full of Sweet Apple Acres food. He waited until he was about a mile out of Ponyville, looking back to see if anyone was watching.

Satisfied that no one was, he took his jacket off, sighing in relief as he stretched his wings. "Finally..." he muttered. "So obnoxious, having these wings and not being able to use them." He stretched, the Australium life extender in his back creaking softly. "But I did get good intel."

GrAy MaNn, said an ethereal voice.

'Gearbox,' actually Gray Mann in an alicorn body, smirked as he turned towards the source of the voice. Masky Unicorn, Masky Earth Pony, and Masky Pegasus stood in the nearby shadows, glaring at him.

YoU hElPeD tHeM, Masky Pegasus accused.

YoU pOiNtEd OuT wEaKnEsSeS iN tHe WaLlS aNd FiXeD tHem, Masky Earth Pony accused.

YoU bEtRaYeD tHe MaStEr! Masky Unicorn snarled. Do YoU tHiNk We WiLl LeT yOu EsCaPe AlIvE?

Gray just yawned in their faces, totally unafraid.

The three Maskies snarled and moved to attack, but black tentacles shot out of the shadows and wrapped around their necks, holding them back. Slendermane emerged from the darkness, staring his empty face down at Gray.

Gray smirked. "Yes, I'm aware they made a good point. But I couldn't very well give them bad advice, now could I? Especially with Spy there watching me like a hawk. Besides it doesn't matter."

Slendermane quirked his head to the side curiously, the Maskies trading confused looks.

Gray just nodded. "The Monster of the Week tactics that you have been using aren't going to work anymore. I saw the Doctor checking all of the food with his sonic thing, so Smooze poisoning won't work. Plus, they'll be watching for the Marx Brothers over there," he said, gesturing absently to the Maskies. They snarled, and tried to attack, but Slendermane just squeezed their necks.

Gray grinned. "I have an idea on what to do," he said. "How to get them all at once. And it has something to do with that thing you showed me..."

TO BE CONTINUED...