As Rhino walks onto the second floor of the tower, he is met by a very disorienting sight: a sky full of clouds. Given his natural fear of heights and the sheer unlikeliness of him being at the top already, he pauses at the top of the stairs, not moving off them as he tries to process what he is seeing.

Standing in the center of the apparent sky is a single, yellow-tinted changeling. As soon as it sees the stallion, he waves a hoof eagerly. "Hey, you gotta check this out!" He points to a spot next to him, grinning widely. "Stand right here and look around. Your mind will be blown!"

The pure confusion of the situation and the changeling's friendly demeanor disrupt Rhino's thoughts enough to where he idly walks over the designated spot. As he looks around, he is amazed to find that what he thought was real sky, was actually painted. Every inch of wall and ceiling looked like a normal day of scattered clouds at noon. Even the floor has been decorated to seem as though one were hovering above a forest.

The changeling laughs jovially at the stunned look on the unicorn's face. "I knew you'd be impressed!" He gestures around them. "I couldn't have windows, so I figure this is the next best thing!"

Rhino nods as he looks around, his mind still in a sort of lull. "Did you do this yourself?"

"Yep! Every single square inch of this was painted by yours truly!" He holds out a hoof, smiling kindly. "Brigadier General Flick. What's your name, son?"

Reflexively Rhino shakes the offered hoof. "Doctor Rhino... nice to meet you."

He blinks, raising the hoof to tap his chin. "Rhino? Isn't that the name of that pony Colonel Gel fell for?"

The stallion starts to get a bit wary. "Yes..."

"Ah." He seems to look uneasy, shifting from one hoof to the other. "I'm awfully sorry, but I'm under orders to keep you from going further." He sighs, rubbing a hoof on the back of his neck. "Honestly, if I had a choice, I wouldn't fight you, but orders are orders. If I don't follow them, Major General Luster would kick me to next Tuesday."

Rhino nods as he backs off a bit. "I understand, and thank you for being cordial about all this. Unfortunately, I have orders from myself and if I don't get past you, I'll be kicking myself for the rest of my life. If it's any consolation though, you are now officially my second favorite changeling, and I will do my best to not damage your lovely room... within reason of course."

Flick nods, smiling genially. "Thank you kindly, Doc." He braces himself, shaking out his hooves and flaring his large wings. "Word of warning for the next room - Luster probably will attack you on sight." He pops his neck, sighing in relief. "You ready?"

The stallion stretches out one of his hindlegs until it lets out a loud and satisfying pop. Rhino sighs. "There we go, been needing to do that." He adopts a combat stance. "Let's go."

The changeling nods and leaps off to the side, grabbing a brush from his art supplies. Bringing it up in his magic, he chuckles brightly. "Let's begin!" He swipes the brush, almost as if painting in mid-air.

Rhino, who relies on counters and surprise much of the time, looks confused for a moment until he sees a thin line of yellow quickly approaching. He jerks to the side, but it slices off a small bit off the edge of his mane. Rhino quickly activates Res on his hooves and starts to approach the changeling in a serpentine pattern.

Flick quickly picks up three more paintbrushes, moving them all in perfect concert, never using one more than the others. As he does this, he continues to talk with him. "Again, sorry, but this is for your own good. I don't think any of the others are as...well, nice as I am."

Rhino dodges a few more color blasts. "Honestly, I expected all of them to be just as aggressive as those ones downstairs. Seeing one like you is a nice change, even if it does throw off my game a bit." He decides he's not just going to dodge all day and suddenly Blinks in front of Flick and uppercuts him with his right hoof.

The changeling rubs his chin, frowning slightly. "Now that's not very nice. And not all of us are sadistic soldiers." He grimaces, turning to the side and muttering. "At least, I hope we aren't. Are we?" He shakes his head and spins around, his wings stretched out to the sides.

Rhino quickly blinks back a few feet to avoid the swinging appendages. What is curious though, is the audible sound of them cutting through the air he had previously occupied, betraying than they seem much stronger than Gel's wings.

Flick grins, flexing his wings proudly. "Like it? My wings are capable of cutting through most materials." He taps his chin, thinking a bit. "I've yet to try them against jewels, though." He shrugs and picks up a thick brush, swiping it in the stallion's direction, loosing a wide wave of yellow at him.

Rhino slides out of the way as he responds. "Did you consider sculpture?" He suddenly reappears in front of flick, punching with with a quick cross to the side of the head before blinking away.

He shakes his head, acting as if he hadn't just been hit. "I did, but my wings were too large for the fine details." He swirls a brush in front of him, as if mixing two colors, before flicking it at Rhino, a large yellow sphere right at the unicorn's head.

The sphere impacts the stallion, causing him to take a few steps back as he shakes his head, thanking that it wasn't a solid ball and was instead, a liquid guided by air. The ball remains intact as Rhino focuses back on the fight. Remembering one of the extra spells he packed, his horn lights up and a simple circle forms in front of him before a jet of flame roars out of its center towards the changeling.

Flick's eyes widen in horror and he glances at the landscape behind him. Gritting his teeth, he stands his ground, wings flared, and, taking a deep breath, he fires a concentrated blast of air into the middle of the fire, dispersing it. He pants softly, shaking his head slightly. "...too close..." He turns to Rhino, actually looking a little annoyed. "Watch the art! I don't go around destroying your jewelry, do I?!"

Rhino raises an eyebrow. "Well no, but I don't particularly own that many pieces of jewelry, so I don't know why you use that comparison... and besides, you're the one that's flicking paint everywhere, I figured maybe you had it protected in some way, maybe some polish or something." His horn lights up as his aura partially envelopes some of the brushes, trying to take them away.

"Polish? You've got to be kidding!" He gestures to the floor. "A matte painting is supposed to look realistic! Polish would give it an unnatural sheen, rendering any realism moot!" He realizes the stallion's magic is on his brushes and yanks them away, deeply frowning. "I'd like it if you would just stop that and listen, Doc."

Nonplussed, Rhino sits down and looks expectantly. "Ok, I'm listening. Please tell me about how you manage to fling paint around, and that's fine, but fire is bad. I am genuinely curious."

"Well first, look around." He walks over to the wall behind the unicorn. "None of the paint actually touched. You see..." His large wings flare, and he raises a hoof to brush the underside. "...my element is air. I'm capable of manipulating all of the gases in this room, and that allows me to keep my attacks from harming it. Fire, however, consumes oxygen, rendering the thin barrier I made useless." He motions to the stallion with a hoof. "Come on, feel for yourself."

Rhino walks over and tries to press a hoof to the wall, encountering thickening air just before he can actually touch it. It thickens to a point where he can't actually make contact. "Wow... impressive, you know, again, but in a different way this time."

"Glad you appreciate it." He chuckles, puffing his chest out in pride. "It's an art, after all!" He glances at one section of the sky-painting, frowning once more. "Not that Luster would agree...that self-righteous witch..."

Rhino pats the changeling on the back. "Everyone has a critic."

He nods, quietly sighing. "...yeah...but not all of them have one that's their sister..."

Rhino flinches. "Ouch. Yeah... I hear those can be either the harshest or softest, depending on who it is."

He sighs once more. "Ain't that right." He scratches his chin, thinking a bit. "Say, when you get up there, would you mind giving her a good knock on the noggin? It might get her to be less choleric to have her take a small nap, you know?"

Rhino nods. "Sure thing. I don't suppose you'd be up to letting me just pass now and say that I beat you if anyone asks so that you don't get in trouble?"

He shrugs, a small smile on his lips. "Sorry. I'd need another hit in the head for that to be plausible."

Rhino tilts his head. "You sure? What if I actually do manage to hit you in the head again?"

"Then I'd quietly lay down and give you the key to the door." He laughs brightly. "Of course, that's if you can even touch me!"

Rhino nods with a smile. "Deal!" He walks back towards the center of the room and turns to face flick again. Adjusting one step farther, he thinks out loud. "Ok... I was about this far relative to you... Ready when you are!"

Flick picks up his brushes, grinning widely. "Begin!" He immediately swishes four brushes in a crosshatch pattern, sending a yellow square at him.

"And suddenly I'm getting geometry flashbacks." Rhino Blinks right up into Flicks face and swings his hoof, hoping to end this quickly.

Surprisingly, the stallion's hoof goes right through the drone's face, as if passing through a fine mist. He chuckles, shaking his head. "Didn't I mention it'd be hard to hit me?" He smacks his hoof into the stallion's chest, pushing him back. "Glad you're using that spell of yours. The floor would've been scratched up, otherwise."

Rhino smoothly glides back because of Res on his hooves. He blinks, confused as to what just happened. "No problem..." He looks at the hoof he swung with for a moment before shaking his head and getting ready. He closes in without Blinking this time, trying to keep Flick distracted by vying for control on some of his brushes.

Flick shouts indignantly, wrestling his brushes back. "Hey! Those don't belong to-" His eyes widen as one of his paint balls darts right at him. "...oh buck." He quickly ducks, avoiding the yellow sphere. It hits the barrier in front of the wall before being funneled back into the bucket it came from. "That could've been bad."

Rhino doesn't say anything as he uses the distraction to get closer to Flick. On a whim, he decides to keep his hoof forward after he punches this time, to see what happens. He pulls back and unleashes the blow.

Flick phases out from the punch but, when Rhino doesn't pull it back, quickly steps to the side. "You know, it really is impolite to hold your hoof in someone's face."

"Just testing a theory." Rhino suddenly throws another punch.

He rolls his eyes and backs up, avoiding the attack before sending a straight right hoof into Rhino's jaw. Due to his rather weak muscles, though, this doesn't really do much except get more yellow paint on Rhino's face.

Rhino backs off and sticks his tongue out as a bit of paint gets on his tongue. "Bleh, as much as I like having a completely yellow face, I really hope I find a place to wash it off before it dries."

Flick shrugs nonchalantly. "It's latex paint. It should be able to peel off." He pauses, a thought occurring to him. "...you're not allergic to latex, are you?"

"No," Rhino wipes the uncomfortable stick part of his coat and grimaces as all he comes away with is paint on his leg, "your concern is appreciated though." He straightens up and narrows his eyes at the friendly changeling, thinking of how to finally end this. His eyes light up at the same time as his horn when he hatches a plan.

The drone tilts his head, curious. "What're you up to?"

Rhino smirks. "Depends on when you ask, I'm usually up to something or other." His green aura suddenly invades the brushes again, purposely causing them to flail towards the changeling, but he is able to put more force into them now that he isn't using Res at the same time. His horn also picks up one more item, unknown to Flick.

The changeling frowns, trying to grab his brushes. "Hey, stop that! You'll get paint everywhere!"

"I thought your little air trick will protect it?" Rhino still fights with the brushes as the other item gets into position.

"The walls, yes, but not the floor!" He actually attempts to grab the handles in his mouth, wanting to keep them from getting his forest messy.

"Ah right, I'll just do this then." Rhino suddenly lets go of the brushes, which leaves Flick off balance since he had been pulling. He smiles as he quickly guides the paint bucket he had been holding right into the back of Flick's head. The result is a good sized 'thunk' but he makes sure not to put too much force into it.

The drone blinks, stunned for a moment before he bursts out laughing, shaking his head. "You got me good, boy!" He grins, pulling a key out of his mane and giving it to the unicorn. "There you go. I think you earned it."

Rhino takes the key with a smile. "Thanks! You know... this was actually pretty fun, it reminded me of sparring with one of my old friends."

"Oh?" He chuckles, shaking his head. "Remind me to ask you about that the next time we meet. If there is a next time, I mean. For now," he lays down and rolls onto his side, sighing quietly, "I'm going to take a small nap. That much magic at once can sure wind a changeling..."

Rhino nods as he starts to head towards the stairs. "You do that, but... one thing." He turns his head to look at Flick. "I'm getting Gel out of here. When I do, if you want, you've got an open invitation to come with us."

The yellow-tinted changeling smiles, closing his eyes. "...I may just take you up on that...good luck, Doc..."

Rhino nods, his expression turning grim as he reminds himself of exactly what he is doing here. He makes his way up the stairs purposefully, to whatever challenge awaits next.