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The Twelfth Round

by ToixStory


Chapters


Shanghay Nights

“Wanna fight?”

The words hung in the air between a speckled brown colt and Pound Cake, who glared each other down across a small, grassy field behind the Ponyville schoolhouse. The colt circled his prey, almost a head taller than Pound Cake and double as wide. He sneered at the younger pony, and spat on the ground in front of him.

“Come on, what are you, chicken?” he asked.

“Please, Load Bearing, you don’t have to do this,” Pound Cake pleaded. He wiped away his chocolate mane that fell over his creamy-white coat, which was drenched in sweat. Some students that had been watching from under the shade of a tree closer to the red schoolhouse had walked over to the two colts, forming a small ring around them.

“No, I don’t have to,” Load said, “but I want to.” He backed up and pawed the ground, lowering his head toward Pound.

A couple of fillies in the audience snickered. Pound Cake looked for Pumpkin, but when he spotted her, she was too far away. He could see her talking to Sweetie Belle next to the door of the schoolhouse, out of shouting distance.

“Last chance, dweeb,” Load told him. “You back down and let me do whatever I want to your sister, or I buck your face in.”

Pound Cake gulped, but planted his hooves firmly in the ground. “Never.”

“Fine, you asked for it.”

The older colt took off toward Pound Cake, his hooves beating against the damp grass and flinging up bits of mud. He took a flying leap through the air, intending on coming down on top of his smaller combatant and pummeling him against the dirt.

For Pound Cake, the world slowed down. He saw the bully fly through the air in slow motion, but he could feel himself move like normal. He knew he wasn’t supposed to be able to, but it felt so easy to step out of the way and lash out at Load with his hind leg.

He swung his right back hoof in an arc through the air, and hit the bully square in the jaw. The unicorn hit the ground and tried to stand, so Pound Cake swung around and hit him with his other hind leg, right to the stomach. Load Bearing let out a startled cry and fell to the ground.

Pound Cake stared for a moment, wondering if he would get up, before the bully raised himself up hoof by hoof. He shook, but stayed on his hooves.

Load Bearing spat on the ground and wiped away a few drops of blood the clung to his lower lip. “Alright, I’m through talking,” he said. “Let’s—”


“—finish this!” a crimson stallion bellowed.

Pound Cake threw himself to the padded floor of a round boxing ring. He ducked his head down and felt the blood-red hoof of the stallion pass over his head, scraping the top of his mane.

Creaking wooden bleachers around the ring were packed with mares and stallions dressed in bright robes and silk gowns. Their calls packed the inside of a rickety wooden building packed into a hidden corner of Shanghay. They cheered on the fighters in the center of the ring, though a few booed when Pound Cake dodged the heavy blow directed at his face.

“Is that what you call finishing?” Pound Cake asked.

He stood and backed away from his opponent. He felt his back touch against ropes around the edge of the ring, and smiled. He rose up on his hind legs and waved his hooves at the other stallion. Sweat ran down his brow and dripped off the ends of his hooves.

“Or was that supposed to hurt me? Come on, Red Line, we should know each other better by now.”

The stallion—Red Line—growled and rubbed his jaw. “Not today, Cake. Those fancy words won’t save you from losing!”

They circled around the edge of the ring, sizing each other up. Pound Cake’s brown eyes met the bloodshot orange irises of the other kickboxer. He could see the way Red Line heaved and wheezed, how he snarled at Pound Cake, waiting for him to make his move.

“Get on with the fighting already!” a stallion in the crowd shouted.

Pound Cake turned his head and pretended to focus on finding whoever was making the catcalls.

Out of the corner of his eye, he saw Red Line come barrelling across the ring. He waited, resting on the tips of his hooves. He held his position for a second longer, until Red had no choice but to throw his entire momentum into a single strike.

A strike that, he would discover, would never come.

Pound Cake spun out of the way of the larger stallion, and let Red fly past him into the ropes. They bent beneath his weight, but could only stretch so far. Once they had let the surprised stallion fly into them, they flung him back into the ring.

Red Line stumbled back and tried to catch his balance. He turned around to try to face Pound Cake, but as soon as he whirled around, his face met a creamy blur that reached for him. Pound Cake caught him with a solid kick to the jaw, blowing the stallion back.

He bounced against the ropes once more, and met Pound Cake’s hoof for a second round. This time, however, he didn’t bounce backwards. Red Line fell to the floor in front of Pound Cake and didn’t get up.

His body jerked a little and his labored breathing became more even as he slipped into unconsciousness. A couple of moves that would have been illegal in any other venue were cheered by the Shanghay crowd.

They shouted his name: “Biǎn Dàngāo! Pound Cake!”

The lithe stallion with stringy muscles running up and down his side waved to them, his face broken out in a smile. Pound Cake felt like he was about to collapse, but the exhilaration of a win was enough to keep him up as the handlers came and dragged the sleeping Red Line from the ring.

A stallion in a black suit passed through the ropes and stepped into the ring. He chanted with the crowd, and his voice came booming over speakers overhead from a microphone attached to his face.

“Now that was something, kid,” he told Pound Cake. “You’re only, what, twenty-five and beating up on stallions as big as Red Line over there?”

“Twenty-eight,” Pound Cake said. “I’m small for my age.”

The announcer laughed. “Right you are, but nothing stopping you from taking him out in, what, the third round? Have you ever even seen the twelfth round before?”

“No, I haven’t.” He winked to the audience. “And I don’t intend to.”


A grim-faced Pound Cake opened his locker in a small, cement-floored room beneath the boxing ring. He reached inside, got out a red leather jacket, and slung it over his back. He grabbed his wallet and a brass ring to his apartment. He hesitated, then grabbed a black pistol that was taped to the top of his locker.

There was a mirror hanging on the door to his locker, and he caught a glimpse of another pony entering the room behind him. A charcoal gray stallion walked inside and approached him with a dark smile on his face.

“Pound Cake, I hoped I would find you here!” he said in halting Equestrian.

“What do you want, Private Practice?” Pound Caked asked, not turning around.

“Why is it always that I want something?” Private said. “Can’t I come here to see a friend? Or is the happy-go-lucky routine you do in the ring just a gimmick to you?”

Pound Cake grunted. “You should know me well enough by now not to ask that, Private.”

“True, true.” Private walked up next to him and ran a hoof through his slicked-back, midnight-black mane. His piercing blue eyes shone as he looked his boxer over. “I came here to take my portion of the winnings . . . and give you yours.”

He reached inside a bag he had slung across his back and pulled out several stacks of Shanghay bills. He put them down on a bench next to Pound Cake. “You finish too fast, Cake. The bosses don’t like it and they pay you less if you don’t make it more exciting. Why would anypony want to come to an illegal match for five minutes of a fight?”

“I fight to win,” the boxer said. He ran a hoof across a jagged scar that ran the length of his wings, from one tip to the other. “Last time I played their game, I lost my wings. The crowd can come watch the Freak, but I’ll win on my own terms.”

Private Practice sighed. “All you Equestrians think the same way, that this world is out to give you what you want, and that you decide if you take it or not. This is Shanghay, Cake. You want to box in the private rings, you play by the bosses’ rules.”

“So they want me for a job to make it up, don’t they?”

“You knew they would.”

Pound Cake shut the locker and lay his forehead against the front. “I had hoped that, maybe, they would let me go. Just this once, you know?”

“Just a simple job,” Private said. “A small-time dealer that doesn’t want to pay his dues to the bosses. Cocky. They just want you to go and run a knife through one of his hooves.”

“Public or private?” Pound Cake asked.

“There’s a restaurant out in Flankxian that he goes to every Saturday, so he’ll be there in a few hours. It’s an old restaurant that’s a haunt for his type. Low-level dealers with low-level mares that couldn’t get into the bigger clubs.”

Private reached in his bag and placed a white card on top of a stack of billfolds. “That has everything you need to know. Don’t mess up, Cake. If you keep being a good enforcer, maybe they’ll let you keep your wings.”

The stallion turned and walked out of the locker room without another word to his boxer. Pound Cake picked up the card, looked at the address scrawled in red ink across it, and put it in his pocket. He took one last look at his locker, then headed out the locker room and down a narrow hallway to the crowded streets outside the unassuming wooden building.


Pound Cake leaned his head against a bus window frosted with late night ice. It was nearing October, and back home they would have completed the Running of the Leaves a couple weeks before. The practice wasn’t done in Shanghay, but rather a different and solemn event as the first leaves dropped from the cherry trees in the center of the city.

The creaking bus made a sharp corner, and Pound Cake could smell the sharp scent of magic-engine fumes in the air. The vehicle shuddered its way down a narrow street in the southernmost district of Shanghay, Flankxian. Away from the myriad of tightly-packed food stands and small businesses of the center city, Flankxian was filled with new development housing and corporate businesses. Many new families made their homes here, and new gangsters came with them.

He flipped the card Private Practice had given him over and read the back again. The address wasn’t one he knew, and he felt a little sweat gather on his forehead. He kept his leg from jumping, and just reread the address over and over.

Sooner than he would have thought, the bus came to a stop with a squealing protest from the brakes. The driver called out the street, Fetlockhau, and an address reasonably close to the restaurant. Pound Cake stood and pulled his jacket closer to himself.

He stalked down the bus’ steps and out the door. His hooves crunched on gravel strewn around a dirty sidewalk that lined the road. He looked both ways, saw a bunch of restaurants to his left, and headed that way.

His shoulder scraped along the edges of stone buildings that stood against the sidewalk. He hugged the walls and kept out of the way of the other ponies who jostled their way through the hooftraffic. Droplets of water dripped from rooftop overhangs and landed on Pound Cake’s head, remnants of an earlier snowfall that had melted away.

The sidewalk ran in front of a large section of restaurants that filled the district with the smells and sounds of old fashioned cooking, the kind kept away from Equestrian tourists. One in particular stood out to Pound Cake. It was an older building, with sagging walls and a pagoda-esque design and a faux-wood roof. A neon sign announced its name in Manedarin under another neon picture of a fish. The Red Carp.

Pound Cake bundled himself in his jacket, and kept his head down as he scurried toward the entrance. Like many of the higher-end restaurants along the road, there was no door, only a doorway leading into a well-fashioned lobby with deep red wallpapers and paintings of slithering dragons and rivers filled with trout. A pot in the corner was filled with bamboo from far east of the city, downriver from Shanghay.

A lithe pegasus mare watched him from across a pedestal next to an ornate door inset with brass that led into the dining room. She sniffed at him and looked down at a ledger in front of him. She made a point to speak in Manedarin: “Do you have a reservation?”

“So to speak,” Pound Cake replied in the same language. He gave her the white card, and a half dozen billfolds with it.

She took one look at him, one look at the money in her hoof, and quickly stuffed them down the front of a flowery, silk robe that she wore. “You’ll be seated in a moment,” she said.

Pound Cake watched the mare go, and leaned against one wall. He listened to the soft, symphonic music coming from speakers above the lobby. It was a traditional Shanghay melody of some sort, one that was popular in the high-end restaurants. He looked around and adjusted the collar on his jacket.

The mare from before billowed into the lobby and nodded to Pound Cake. Without a word, he followed her through the door and into the restaurant’s dining room. An open room filled with tables clustered into dark corners and around a stage bathed in blue light. An old singer crooned in Manedarin, singing a song the younger patrons had long since forgotten about.

Pound Cake was seated at a booth in one corner, as far away from the other patrons as he could sit. A small candle in a blue holder lent its light to a red leather couch that wrapped around a small table. The leather creaked under him when he sat down, and no menu was offered to him. He waved the waitress away with a request for tea.

The dining room was packed at that time of the night, but it wasn’t hard for Pound Cake to spot his target. Like many his age, the would-be mobster sat next to the stage, enveloped by cheap bed mares. They lay against him while he took swigs of alcohol through a ceramic cup. He shouted catcalls to the singer on stage, who ignored him.

Pound Cake drummed a hoof on top of the wooden table. He bit his lip and looked around for signs of bodyguards, and spotted a couple standing off to the side of their host. They swept their eyes through the crowd, but wavered too long on any mare willing to return their gaze, and tried to do a little bit of flirting of their own.

The boxer rolled his eyes.

The waitress appeared with his tea, and started to walk away once she had slid the tin cup in front of him. He grabbed on to the sleeve of her dress, however, and pulled her closer.

“See those two stallions?” he asked, pointing to the guards.

She nodded.

“I’d like to buy them both a drink.” Pound Cake forced a loopy smile on his face. “I think stallions like them would enjoy something refreshing . . .”

The mare stared at him, but scurried off toward the kitchen anyway. Pound Cake sat back and watched as she reappeared with two bottles of Apple Family beer—all the way from Equestria—and took them over to the bodyguards. They thanked her and smiled wistful smiles to her until she pointed to Pound Cake, evidently telling them who had bought them the drinks.

Their faces soured and brows swooped low. They nodded to her and started over to him through the crowd. The candlelight from the tables flickered over their faces and highlighted the sneers that decorated their jaws.

Pound Cake kept still when they approached his table. “Enjoy the drinks?” he asked.

They both looked at each other, then turned to him. “What’s a stallion like you hoping to accomplish with this?” one asked.

“Can’t a stallion buy a couple of other stallions a drink? Just all friendly?”

“We don’t play that way in this part of town,” the other snapped. “You want to talk to us, talk. If you think either of us is like that, either, then you’d best keep your hopes down.”

“Well you two are no fun.” Pound Cake pouted. “Can’t we just step outside for a minute? Just to . . . talk this over?”

“What part of no do you—” the smaller guard began, but the other stopped him and grinned down at the boxer.

“Alright, yeah, let’s step outside for a minute.”

He grabbed Pound Cake by the jacket and dragged him out of the booth. He and the other guard pushed him out the doors to the lobby, and threw him out the lobby to the sidewalk outside.

Pound Cake landed next to a glossy black sports car that was parked against the curb. He spat on the ground and pulled himself back up on his hooves. He leaned against the car and saw the bodyguards hesitate. He smiled to himself.

“So we’re out here, let’s talk,” he said.

The two burly stallions grinned. “We thought we would talk in the . . . figurative sense,” said one. “The kind that doesn’t let you talk afterwards.”

“I don’t mind being gagged,” Pound Cake said lightly.

He shifted his weight to his back legs, resting on the edge of his hooves. He watched the two take their places on either side of him at right angles, their heads bent low and hooves tapping against the ground. He eyed them both, and could feel the air grow electric between all of them.

The smaller bodyguard lunged first. He struck forward with his shoulder low and racing toward Pound Cake’s side. The boxer hadn’t expected him to move so fast, but managed to duck down and pivot around to bring his rear legs to bear on the stallion.

Pound Cake kicked off his back legs, balanced on his front hooves, and kicked up and out. He could feel a sharp crack where the bottoms of his rear hooves met the stallion’s jaw. The blow threw the bodyguard up in the air. He fell into a crumpled heap on the cold sidewalk.

There was a moment of calm for Pound Cake while he caught his breath, before the second stallion slammed into him. Pound Cake tried to get out a blow, but the stallion was all over him before he could get a good one out.

The two fell to the ground and rolled in the mush left over from the earlier snow. The fighting between them was undignified and random, blows thrown at one another while trying to block their opponent in a constricted area.

Pound Cake was socked in the jaw, but he managed to get a good hoofpunch to the bodyguard’s stomach. He used the time it gave him to roll away a little bit and try to kick from laying on his back. The other stallion growled when he was hit near the eye, and reached into his suit.

A knife between the stallion’s hooves flashed in the neon light, splitting the night between them. Pound Cake’s heart skipped a beat and he tried to get the gun out of his jacket. His hoof fumbled for it, and he wasn’t fast enough. The knife came down toward him, and Pound Cake threw his hooves up. The blade cut a jagged slice in one leg, but he got them around the bodyguard’s hooves and held him off, keeping the knife suspended in the air between the other stallion and Pound Cake’s chest.

The two ponies struggled, the bodyguard trying to press down and sink his knife into the boxer’s chest, and Pound Cake trying to force the stallion off and away from him. To get more leverage, the bodyguard rolled on top of the boxer, straddling one of his legs and shoving his hooves down.

“You know what I’m going to do after I’ve got this knife hilt-deep into you?” the stallion growled as the blade edged nearer.

Pound Cake looked down at his free leg, laying on the ground beneath the bodyguard’s crotch. “You won’t be touching yourself, I know that,” he said.

Before the dimwitted bodyguard could figure out what he meant, the boxer swung his free leg straight up, slamming his hoof into the stallion’s crotch. He felt a satisfying crunch, and the stallion let out a gargled scream.

The knife dropped on the ground next to Pound Cake, and he rolled the bodyguard off him. He was holding his crotch and moaning, his focus off the boxer for now. Another kick to the crotch and he was howling again, loud enough to be heard from inside.

Pound Cake picked up the knife and stood up. He trotted over toward the entrance, and stood just to the side of it, hidden in a shadow. He waited while the bodyguard continued to yell and curse about his mangled stallionhood. Pound Cake, despite himself, snickered a little.

After a minute or two, the boss emerged from the club, a pistol in one hoof. He traced his eyes over what remained of his bodyguards and trotted out onto the sidewalk. “What happened here?” he growled.

Pound Cake emerged from the shadows behind him, and brought the knife up to his throat. “Me and your guards had a little disagreement,” he said into the stallion’s ear. “Let’s hope we both don’t have the same.”

The boss let the gun clatter to the ground and slumped against Pound Cake. “The Trifecta sent you,” he said, like the words cut through his neck easier than the knife would if he didn’t cooperate.

“Somepony doesn’t like paying his debt,” Pound Cake said. “I was sent here to . . . convince you otherwise. Don’t test me, or you’ll be made an example of for all the rest of the mini-bosses in this town to learn from. We have enough of you as it is.”

“I-I swear, I was going to pay them back!” The stallion shook in his grip. “I just needed a little more time, a little more! I was going to have the money after tonight!”

“Well that’s just too bad, because I need the money tonight . . . what name did you have, again?”

“Fat Books.”

“Right, Books. The Trifecta needs its money a bit more expediently.”

Pound Cake started to press the knife a little bit closer, not enough to break the skin but enough that the boss could know it was close.

“B-But the Trifecta will be getting the money directly tonight!” Books stammered.

“What do you mean?” Pound Cake snapped.

“I gave an asset to th-the traffickers, associates of the Trifecta,” Books said. “There was this mare they wanted, kind of old but still dumb. She was wanted for double my debt, and after the traffickers take their cut, I can pay you guys off,  I swear!”

Pound Cake thought the stallion was going to wet himself, and backed away a little from him. “There’s a whole lot of mares from Neighpon, Shanghay, and Dam Viet. What makes this one so special to be worth that much? You’re really in debt, Books.”

“She was some big shot foreigner. All the way from Equestria!” Books licked his lips. “She didn’t say much after we picked her up from the club, but I know she’s from some famous town there. Pony . . . something. Ponytown? Ponyville?”

Pound Cake could swear his heart stopped beating. Icy dread lanced through his veins, and his grip began to loosen on the boss. The knife shook in his grip.

“P-Ponyville?”

“Yeah, that was the one! Ponyville!”

His grip tightened again and he drove the tip of the knife in, drawing blood and letting it drip down the stallion’s neck. “Where is she?” he bellowed in his ear.

“Waiting for pick up at The Bund!” Books started to cry. “Please, I promise she’s there! She’s going to be picked up in an hour! Please don’t kill me!”

Pound Cake forced himself to calm down, forced his voice to a more even tone. He looked over again at the black sports car, and then back to the stallion in his grip. “The car, is it yours?” he asked, shoving Books toward it.

The boss nodded. “Y-Yeah, it’s mine. Do you like it? I got it—”

“Keys. Now.”

The shaking stallion reached in his pocket and tossed the keys on the ground. Pound Cake shoved the boss away and picked them up. He reached inside his jacket and pulled out his pistol, keeping it trained on the boss while he walked around to the right side of the car.

Pound Cake climbed inside behind the steering wheel and ran his hooves over it. The interior of the car was fashioned in creamy-white leather and the steering wheel had custom hoofguards and a magic jeweled inlaid on the steering wheel. Upon pressing it, it brought up a picture of a dragon swaying in the air inside the car.

Books watched him as he started up the magic-powered engine and backed it away from the restaurant. Some of the traffic had subsided, and Pound Cake made it onto the road. He put the car in drive and slammed on the accelerator, speeding away from The Red Carp and the defeated stallions laying on the snowy sidewalk.


Bright city lights and streams of traffic ebbing and flowing across central Shanghay passed over Pound Cake like a wave. He twisted and turned the sports car that roared like a tiger on the crowded streets. He blew past rickshaws and fresh food huts that gave away to towering skyscrapers of glass and stone surrounded by new age cars made out of magic-enhanced fiberglass.

Pound Cake didn’t bother to look at them, only kept his eyes focused on the road. His hooves gripped the steering wheel harder. The twisting and turning streets kept him going in circles while the digital clock on the dashboard ticked up further and further, approaching the hour since he had talked to Books.

At last, he was able to turn away from the main highway and barrel on toward The Bund. Set against the Huangneigh River, the district consisted of old-style buildings and wharves that lined the waterfront. Small parks and docks dotted the area and a massive bridge hung over where the river ran out through Shanghay and on toward the sea.

The traffic in the area was light at night compared to the rest of Shanghay, and Pound Cake sped through the district. He watched out the window as he passed by wharf after wharf, on the road that ran between the waterfront and the buildings that overlooked it. The wharves were all empty and dark.

He neared the end of the road, and his heart began to sink. All that was left was a secluded area beneath the river bridge. He couldn’t see in the shadows, however, until the car’s headlights illuminated the little hollow.

He could see two stallions standing with a smaller pony between them. They had put a bag over the head of their hostage, and looked at the approaching car warily. Pound Cake could see them reaching for their guns.

The sports car slowed and came to a step near them, the sound of the idling engine filling the quiet air over the district. Pound Cake rolled the passenger side window down, and waited.

One of the ponies loped over to him, and stuck his head in the door. He also stuck in a hoof with a pistol at the end. “You the pick up?” he barked.

Pound Cake glared at him. “Do you think I’d fuckin’ be here if I wasn’t picking up that mare of yours? The one from Ponyville, right?”

“Yeah, that’s the one.” The stallion gestured for his other to bring the hostage forward.

The pony was dressed all in a black sweat suit as well, Pound Cake saw. The only way he could tell she was a mare was her hips.

The stallion at the door turned back to him. “Alright, now the payment.”

“I don’t get it. I’m just the driver.”

“Bullshit.” The gun was cocked and the stallion leaned it in. “My boss needs the money, and if I don’t get it for him then I’m going to be in big trouble, ya got it?”

Pound Cake tapped his hoof against the steering wheel. “Your boss is being taken care of tonight. The Trifecta don’t like disrespect.” He smiled a little. “But you, I like you, so I’ll give you a few thousand and you two can go disappear and find someone else to work with. Deal?”

“How do I know you’re not lying?” the stallion asked.

“Would a liar look a gun barrel in the face?”

The stallion thought for a moment, then put the gun down. “Alright, if the Trifecta wants to give us a cut and not the boss, I’m not gonna argue. Fork over the cash and the mare is yours.”

Pound Cake reached in his jacket and tossed him a couple stacks of bills that he had been given earlier. The stallion caught them and smiled. He waved his partner over, while Pound Cake opened the door for them. They shoved the mare inside and walked off, talking about their new “bonuses.”

As soon as they were gone, the mare in his passenger seat began to struggle. She kicked, and he could hear muffled cries from inside the hood. Still, he waited for some time longer, until he was sure they had left. Then, when he was sure, he drove away from The Bund and parked on a sidestreet, in the parking lot of a family restaurant.

The mare kicked and struggled the whole way, and it was all Pound Cake could do to not rip off the hood. When they had stopped and he was finally able to, he hesitated. He took a deep breath, and his hooves shook as he grabbed the edges of the hood and lifted.

This time, he was sure his heart really did run cold.

Beneath the hood, staring up at him in surprise and fright, was Sweetie Belle.

The Scorpion and the Frog

Sweetie Belle’s mouth opened, then closed again. Her emerald eyes locked on Pound Cake’s, like they were searching for a lie in his eye, a malice in his face. The ropes binding her hooves stretched as she tried to break the bonds and reach out to the pony she hadn’t seen in a lifetime.

The beating in Pound Cake’s chest started to pick up again, and he found himself reaching for her. He wrapped the older mare in a tight hug inside the tight confines of the sports car. They held together for a long moment, then pulled apart.

He had felt her shake under him.

“Sweetie Belle,” Pound Cake said, tasting the words on his lips once more.

She stared at him. “What are you . . . how are you . . .” She bent over and tears seeped out the sides of her eyes. “I don’t understand . . .”

Pound Cake wrapped a hoof around the mare’s shoulders and held her up. He reached around and fumbled with the ropes keeping Sweetie Belle tied, but was able to get her free of them. “There, that should be better,” he said.

She nodded, and leaned her head against the dashboard of the car. “I don’t understand,” she said. “I’m in Shangay, but you’re here! Pound Cake, you’ve been gone for over ten years . . . where have you been?”

“Here and there, mostly.” Pound Cake shrugged. “I’ve been in Shanghay for a while now. Why did you come here, Sweetie Belle? This isn’t a great place for foreigners.”

“I was here to sing,” Sweetie Belle mumbled. “I was at a big club, and then afterward some ponies dragged me, and they put a hood over my  head . . .” She sniffled.

Pound Cake squeezed her with his hoof on her shoulders. “Hey, you’re safe from them now,” he said.

“I am?”

“Of course. Those were some bad ponies, but they have fallen out of favor with the ponies I work for. Now that you’re with me, you’ll be safe.”

“Oh Pound Cake, I just . . .” She bit her lip. “I’m so sorry for dragging you into all this. The first time I’ve seen you in years, and I’ve gotten you into a mess with me again.”

“Just like old times, huh?” he said.

She flashed him a ghost of a smile. “Well now we’re even, so long as we’re only counting today.”

They fell silent for a couple moments, both drinking in the other’s presence. Pound Cake watched the flickering sign of an imported sushi restaurant cast a maroon glow over Sweetie Belle’s face. She stared at him, at his coat and bruises that dotted his jaw and face.

“So, uh, how’s Pumpkin?” Pound Cake asked.

“I left her with fresh flowers before I went to Shanghay,” Sweetie Belle said. “The tree she’s under has gotten so big since you left. You should see it. It gives fresh peaches every summer, and all the foals play around it.”

Pound Cake closed his eyes and swallowed. “I bet she would have been really happy to know that.”

Sweetie Belle reached out to him, but he shook his head. “We need to get you out of here,” he said. “The Bund is no place for a foreigner at night. I’ve got an apartment in the inner city, and you’ll be safe there until we can figure out what to do.”

The sports car started up again with a burst of magical energy from the engine, and the headlights colored the road in front of them a bright blue. Pound Cake steered it down a street and back onto the center highway in Shanghay, leaving the seaside strip behind.


Sagging tenement housing and neon signs with half the characters blacked out met the sports car as it glided into Pound Cake’s neighborhood. More than a few heads popped out of windows to look at the fancy car, though many quickly retreated. A car that fancy must belong to a powerful boss, they reasoned.

Pound Cake noticed them, and allowed himself a small smirk. He pulled into a parking garage near the back of a drab apartment building. It stood a little shorter than the rest of the row, and its roof was covered in radio antennas.

They both climbed out of the car, and Pound Cake clicked a button on the key to lock it. “Don’t know what good that’s going to do me,” he said. “The thing’s going to be stolen by morning.”

“Not if I have anything to say about it,” Sweetie Belle said. Her horn began to glow, and a bright green glow enveloped the car. It shimmered, and the sleek exterior was suddenly replaced with a mirage of a beaten-down steam-powered carriage.

“What am I, back in Fillydelphia?” Pound Cake said.

Sweetie Belle laughed. “I’ll admit the overseas duchies are a bit more advanced when it comes to vehicles, but us Equestrians have a few tricks up our sleeves.”

Pound Cake laughed with her, and led her out of the parking garage and inside the building next door. They took a squeaking elevator ride to the top of the building.

The elevator car shuddered to a stop, then the doors creaked open to let them out into a narrow hallway that stank of mildew and moldy bread.

“How do you live here?” Sweetie Belle grumbled.

“Now you see why I’m not home so much,” he said. “Better to be out in the street than back here.”

Pound Cake stopped at a maroon door near the end of the hallway, and fumbled in his jacket for the key. He found it, and pushed it into the doorknob to let them in. The door swung open and Sweetie Belle stepped inside ahead of Pound Cake.

“Well, it’s not as bad as I thought,” she said.

They stood at the rear of a large living room with rugs thrown all over the floor in lieu of a carpet. To their left was a small kitchen set in the wall without a table to be seen, and in the other direction was a short hallway with two doors.

Sweetie Belle trotted over to a brown leather couch in the middle of the living and sat down on it, across from a bulky radio set.

Pound Cake switched on the radio and sat on a chair next to it. Soft, lilting music wafted from the bulky set and swept through the room. The sound of hummed lyrics and sweet melodies seemed to dance through the room, sweeping over the two ponies who sat across from each other, staring into the other’s eyes. The ticking of the clock provided a steady metronome to the radio’s beat.

“Why are you here?” Pound Cake asked at last. “Why are you in Shanghay?”

“Well, why are you?” Sweetie Belle shot back.

“You know my reason. That’s different.”

“Is it?” Sweetie Belle sighed and lay her head back. “You came here to escape Equestria. I suppose, in some ways, I did too.”

Pound Cake bit his lip. “Well what brought you here, specifically? I need to know if I’m going to be able to help you out of this whole . . . thing.”

“I came here to sing,” Sweetie Belle said. “I got a note from my agent that there was a big party in Shanghay for some Equestrian official there, and that he liked my music. So I took the job.” She shrugged. “Maybe it was an escape or a chance to go somewhere else that I’d never been. I don’t know.”

“And how did you get captured?”

Sweetie Belle rubbed one hoof over the other. Her voice trembled, and she kept having to lick her lips because they felt so dry. “The ponies, they—they took me when I got out of the club. I didn’t know what was happening, but they talked about ransoming me and that they’d kill me if I talked . . .”

Pound Cake got up and put a hoof on the shoulder of the shivering mare. Sweetie Belle curled herself toward his hoof, though when she realized what she was doing, her face flushed and she scooted away.

“You’ll be okay,” he said. “We’ll find a way to get you out of the city, no problem. You can be on your way back to Equestria in no time.”

“What about you?”

Pound Cake looked out his living room window. It gave him a view of the train tracks that crossed above the city streets, and the apartments on the other side of them. “I can’t leave Shanghay. This is my city now.”

Sweetie Belle started to say something, but was interrupted by a deep yawn. Her eyes fluttered, and she smiled. “I think all this adventuring has got this old mare tired,” she said. “Should I sleep on the couch?”

“I’ll take it,” Pound Cake said.

“But are you sure?”

“I’ll be fine, Sweetie Belle. The bed’s in the room behind you. Bathroom’s down the hall.”

She nodded and pulled herself to her hooves. A smile made its way to her face and directed itself at Pound Cake. “I don’t know where I would be without you, Pound Cake. It seems like such random luck that you found me . . . but I like to think you were always my protector.

Pound Cake smiled back. “Goodnight.”

“Goodnight, dear. Get some sleep, okay?”

“I promise.”

Sweetie Belle nodded and disappeared through the door behind the couch. Pound Cake watched her go, and turned down the radio until it was only a soft murmur. Though he had promised her, he didn’t go to sleep—at first.

Snow began to fall once again outside, and fat flakes stuck against the window and spread frost across the glass pane. Pound Cake sat upright on his couch, rocking back and forth. Tears began to flow down his cheeks and drip onto the leather sofa.

He cried in silence, listening to a singer warble in Manedarin on the radio. The falling snow somehow fit the mood, the cold beauty of flakes that were half-gray from soot in the air. He figured ponies back in Equestria would be getting ready for Hearth’s Warming, everypony atwitter with excitement.

The ponies in Shanghay didn’t celebrate Hearth’s Warming, but rather the passing of the New Year. They took to the streets in parades and festivals, and dressed in all sorts of garish colors and costumes. The food was always great, though Pound Cake had never stayed around many ponies during the celebrations.

A bus drove past out his window, leaving wide tracks in the newfallen snow. Pound Cake wiped his eyes and sniffled a little. He grimaced at the snot running out his nose like he was a foal again. He looked behind his back to the door to the bedroom with Sweetie Belle inside. He could hear her snoring, softly and wistfully like he always imagined a singer would.

Pound Cake smiled a little and sat back, watching the snowfall. He sat in that position for a long time—how long, he didn’t know. His eyes eventually grew heavy and, before he was aware of it, he had fallen asleep in the quiet apartment. Music still came from the radio, that played through the night.


Pound Cake awoke to the sound of somepony knocking on his front door. He sat up and blinked the sleep from his eyes. The glare coming off the new snow banks outside hurt his eyes, and he looked away as fast as he could.

The knocking came again, and Pound Cake stumbled to the door. He peeked out through the peephole, but didn’t see anypony. He had to look down before he saw a very frazzled Private Practice. The stallion hadn’t even bothered to slick back his hair, and it hung around his ears in a big mop.

“C’mon, Pound, I know you’re in there!” he called.

Pound Cake rolled his eyes and opened the door for him. Private Practice blinked, then looked him over for a moment. “I hope you feel better than you look,” he said.

“Yeah, nice to see you too,” Pound Cake said, shutting the door behind him.

Private Practice’s nose wrinkled. “Does this place always smell like this?”

“You ask that every time you’re here.”

“I guess it’s one of those traumas I try to forget.”

He walked to the window, and peered out for a moment. He let down the blinds, then, and the room fell into darkness. “Have you had anypony else visit today?”

Pound Cake’s eyes flicked to the bedroom door. “No.”

“Good.” He stood before Pound Cake, and stared at him. “They’re going to want your head after what you did.”

“What’d I do?” Pound Cake asked.

Private Practice laughed. “As if you don’t know. The bosses noticed how you took out low-level stallion last night. Ripped his guts out in the middle of the street. They just wanted you to show him a lesson, not butcher him!”

“What? No, no, what are you talking about?” Pound Cake stepped back, shaking his head. “I left that little boss on the ground with a black eye. I didn’t do anything even close to that to him.”

“Yeah?” Private asked. “Well whether that’s true or not, the big bosses are not happy. They think you got a little defiant at getting less pay for boxing, and now they want to give you a lesson.”

“What do you mean a lesson?”

“I mean unless you go grovel before them, those wings are going to get clipped. Off.”

“No, no, you gotta do something about them,” Pound Cake said. “I can’t go before them, not right now. They’d find something to get back at me with, and right now that ain’t a good thought.”

“Why?” Private asked.

Before he could answer, the door to Pound Cake’s bedroom clicked open. A very frazzled-looking Sweetie Belle stepped through and blinked in the low lighting. She wore a rumpled collared shirt of Pound Cake’s around her shoulders.

“Pound Cake, who’s this?” she asked.

Private Practice blinked, then whirled back around to Pound Cake. “Who the hell is she?” he demanded.

“An old friend,” he said, stepping toward her. “She needed a place to stay that was safe, so I let her stay here with me.”

“And the way you’re in with the Trifecta, you thought that would be a good idea?”

Sweetie Belle leaned in toward Pound Cake. “If you’re in trouble with this guy, I can help . . .”

“No, he’s fine.” Pound Cake held up a hoof. “Look, both of you, calm down for a second and let me think. Sweetie Belle, this is Private Practice, my manager. Say hi, Private.”

Private nodded to her. Sweetie Belle stared at him, but nodded back. She watched Pound Cake walk across the room to the kitchen and get a glass bottle down from one shelf. He took a swing from it, then sighed.

“Private, you need to find a way to appease the Trifecta without them having to snoop into my life,” he said. “They can’t find Sweetie Belle, no matter what. They’d hold her over my head and yours too. Do something.”

“You know I can’t.”

“Then find someone who can!”

Sweetie Belle bit her lip, and took a step forward. “Pound Cake, what’s wrong?” she asked. “You can tell me, I’m not new to these things. Is it money?”

“It’s more than money,” Pound Cake said. “It’s respect.”

She raised an eyebrow. “Respect?”

“Your friend here works for one of the largest crime gangs in Shanghay,” Private said. “They have more money than they could ever want, so what they want most is respect. They don’t think Pound Cake has enough.”

“Oh.” Her eyes flashed. “So you’re a criminal.”

“I’m not a criminal, I’m a boxer,” Pound Cake said. “To get anywhere, you have to sign up with the Trifecta, so I did. They’ve been biting me lately, though.”

Sweetie Belle fell silent, but Private Practice just surged ahead, poking Pound Cake in the chest. “You either make amends with the Trifecta or they’re going to make you pay,” he said. “It’s as simple as that.”

Pound Cake sighed. “Come on, Private, there has to be somepony who can help. The Trifecta aren’t powerful enough to have stamped out absolutely everyone, right?”

Private Practice paused for a moment, and bit his lip. “There might be someone,” he said, “but I’m not so sure you can get his help. He’s not the most outgoing of ponies.”

“Who is he?”

“Tsingtao.”

“The pony with the mansion north of the city?”

“That’s the one.”

Pound Cake rested on his back hooves. “And he beat the Trifecta?”

“So I’ve heard,” Private Practice said. “Look, this is just what I’ve heard, but it’s said that he managed to get them off his back and runs his own little circle north of the city, and sometimes into Shanghay itself.”

“Then we’ll go to him,” Pound Cake said.

Private Practice shook his head. “It isn’t that easy. He keeps to himself, and isn’t known to accept that many visitors, let alone help them. How willing he’d be to help you against the Trifecta . . . I don’t know.”

He leaned closer to Pound Cake and whispered, “Kid . . . doing this could cost you your career. Do you really want that just for this girl? I don’t want to see all your talent thrown away over something like this.”

“This goes beyond just a little kickboxing,” Pound Cake said. “Besides, the Trifecta doesn’t necessarily have to know what I’m doing, right? I can take Sweetie Belle to Tsingtao and see if he can help her, and then I can get back here. Just stall for me if they come by, alright?”

“You’re lucky I’m a good guy, kid,” Private Practice said.

Pound Cake walked past him and over to Sweetie Belle, who had moved to look out the window. He stood beside her and saw foals playing in the snow-covered sidewalks.

“You alright?” he asked.

“I wish you had told me about the gangster thing,” she said. “If it’s what helped you find me, though . . . well I guess I shouldn’t complain too much.”

He smiled. “Well we’re going to find a way out of the gang problem anyway. I’m going to take you to somepony who me and Private Practice think can help.”

“What about you?”

“What about me?”

Sweetie Belle sighed. “Isn’t this going to get you into trouble somehow? I didn’t come here to be a charity case, Pound. I’m happy to see you, but I don’t want to be burden.”

“You’re not a burden.” Pound Cake smiled and laid a hoof on her shoulder. “I’ll be fine, don’t worry. Old friends are important, and, well, Pumpkin would have wanted me too.”

“Pumpkin wouldn’t have wanted you to throw yourself away,” she said.

“Then I won’t.”

Private Practice stared at the two of them. He shook his head. “So are you two going to go or not? If you are, I should get out of here and start planning a vacation to Caballgong. I’ve been meaning to head to the inland territories anyway. Vacation.”

“Hey, before you go,” Pound Cake said, “if the bosses come looking for you, stall them, will you? Don’t get yourself hurt . . . but give me a little leeway, huh?”

“Only for you, Pound,” Private muttered, rolling his eyes and walking off. He gave one last look back, then let himself out of the apartment.

Pound Cake disappeared into his bedroom, and reappeared with a silver jacket slung over his shoulder. He pulled it on, and slid the keys to the sports car out. Sweetie Belle wrapped a silk scarf covered in Manedarin around her head, and gave him a grin.

“How does this old mare look?”

“Like a young mare,” Pound Cake said. “And not a bad looking one, either.”

“Oh, as long as I’m not ugly,” Sweetie Belle said, laughing.

She plucked a mango from from a basket in his kitchen with her magic, and chewed on it. Pound Cake himself slurped down leftover noodles in thoughtful silence, watching Sweetie Belle. She smiled at him when juice dribbled down her chin and she made a mess of herself trying to wipe it away.

“Are you nervous?” he asked while he washed out his noodles bowl.

“Why would I be?” she said. “I’m with you, remember? You’ve been crazy and fearless since you were a foal. Remember how crazy you drove Pinkie?”

Pound Cake laughed. “Yeah, I do. She used to tell us the stories when we were old enough. Sometimes I can’t believe how me and Pumpkin did together. How is Pinkie, anyway?”

“She passed away three years ago.”

“That’s a shame.”

Sweetie Belle ran a hoof on the countertop. “So are we going to get to that stallion, now? Or do you want to keep me around for another reason?”

“Now you’re just tempting me.” He walked past her and stuck his head out the door. He checked the hallway outside, then held the door open for Sweetie Belle. He locked it behind her, then kept close to her all the way out the building.

He almost didn’t find the car, until Sweetie Belle poked him on the shoulder and removed her magic cloak on the sports car. He was almost standing right by the car when it re-materialized, and he grinned.

“Makes me wish I was a born a unicorn,” he said.

“Well we are the best ponies,” Sweetie Belle said. “Maybe someday if you wish hard enough on Hearth’s Warming . . .”

They climbed in the car together, and Pound Cake started up the engine. He was glad to see the meter still read the fuel as nearly full. He wasn’t exactly sure how to fill it up, or with what. He backed out of the garage, and was gone in a roar of the engine and a puff of magic.


The coastal plain Shanghay sat on gave way to sloping hills in the north, that were filled with trees that were flush and green in the summer, and covered in snow in the winter. Off the road, the snow lay undisturbed like a photograph in time. The moment was peaceful, the road absolutely still and quiet save for the sports car that drove down it. A few birds flitted in the cold air above, diving and wheeling about without a care in the world.

Pound Cake envied them.

Houses along stone streets sat in the places between the hills, awake in the winter morning and out doing chores or picking up food and gifts for the coming New Year. The roads were rough on the tires of the sports car, so Pound Cake slowed and drifted through them, smiling at ponies as he went by. Most seemed surprised to see a fancy car so far out of Shanghay.

The only mention of Tsingtao’s mansion was a hoof-made sign that pointed down a rough, dirt road covered in snow drifts. If Pound Cake hadn’t already known about the infamous House of Tsingtao, he would have missed it.

The sports car cut fresh tracks through the snow as it crawled along the path toward the reclusive stallion’s mansion. The trees around the mansion were bare, but snow covering them kept Pound Cake from spotting the house until they were almost to it.

A round front walk spread out front of a towering mansion with wooden buttresses of Equestrian design mixed with pagodas and rotundas in a classic, smooth Shanghay style. An old steam car sat on the front drive, silent.

“Are you sure he’s home?” Sweetie Belle asked.

“He’s home,” Pound Cake said. “Rumor is, he never leaves in the winter. Just holes up in the mansion and nopony sees him for months. Some say it’s because he celebrates Hearth’s Warming instead of the New Year. They don’t like that around here.”

Sweetie Belle sniffed. “Well that’s a little stuck up.”

“They’re just not into the Equestrians. Trust me.”

Pound Cake slowed the car to a stop next to the steam car, in the spreading shadow of the mansion. His heart beat a little faster as he looked up at the massive arched windows that looked at him like empty eye sockets.

The pair climbed out of the car, and Pound Cake led the way to the front door. The grass around the sweeping yard was brown and dormant in the winter, but the trees planted on the grounds were evergreens with their leaves still bright and vibrant.

The front door loomed in front of them, a rich mahogany inlaid with carvings of chrysanthemums and lions. No light came from windows to either side, and no sound from within. Pound Cake took a deep breath before rapping his hoof against the wood. He could hear the booms echo through the house, and sat back to wait.

 Silence met him. He knocked again, after a few minutes, but it returned the same silence as before. When he leaned in to knock a third time, he discovered that the door itself was unlocked. Pound Cake shook the doorknob, and gently turned it until the door creaked open to reveal a dark interior.

“Pound Cake!” Sweetie Belle hissed. “We can’t just barge in!”

“We can if we want to find him,” Pound Cake said. “A pony like him wouldn’t leave his door unlocked by accident.”

Sweetie Belle started to protest, but Pound Cake cantered in and she was forced to sigh and follow him in. The mansion was plainly decorated compared to how ornate the outside was, with furniture that wouldn’t have looked out of place in a suburban one-story house. The eerie silence of the front landing continued through the narrow hallways of the mansion, and no sign of the stallion of the house was to be seen.

Pound Cake was just about ready to give up when he heard grunting coming from outside the back door, on a large porch outside that he had glimpsed through a window. He motioned to Sweetie Belle, and together they trotted across a living room adorned with hardwood floors to a screen door leading outside. Pound Cake pushed through it and found himself on an outside patio with a concrete floor that circled a large pool. The pool had a cover on it for the winter months, and Pound Cake could feel why: The air on the back porch was bitterly cold, and seemed to dig deep into Pound Cake’s skin.

There was a pony standing by the pool, facing away from them. He had a coat as white as the snow standing in drifts around the edge of the pool, but with a mane as coal-gray as the snow that fell in central Shanghay, stained with the residue of factories and processing plants.

He trotted around with a short sword in his mouth, swishing the curved blade through the air. As Pound Cake watched, he tossed the sword into the air and caught it in his two forehooves while standing up on his hind legs.

“If there is a reason you’re here, then speak it,” he said in a gruff voice, wagging his sword toward Sweetie Belle and Pound Cake.

Pound Cake gulped. “We just saw the door was unlocked and came in,” he said. “We needed to talk with you as soon as we could.”

“Then speak,” Tsingtao said, “or leave me to my peace. I don’t have time for small talk.”

Sweetie Belle stepped forward. “We’re here to see if you’ll help us,” she said. “My friend is here because I am, and he’s doing this to help me. We’re in trouble, and were told you were the only one who might know a way out.”

“Trouble with the Trifecta, yes?” Tsingtao threw the blade up and caught it for a vertical slice that stopped an inch above the concrete. “I cannot gather another reason you would need my help.”

“Yeah, it’s about the Trifecta,” Pound Cake said.

“Are you in debt to them?”

“Not exactly.”

“Ah, so you worked for them, and now you want out.”

Pound Cake’s eyes narrowed. “How do you know?”

Tsingtao turned around to face them both. For the first time, Pound Cake could see the scars criss-crossing his face around his eyes and mouth. “Because that is how the Trifecta operates. Have you ever heard of the story of the scorpion and the frog?”

“Can’t say I have,” Pound Cake said.”

“No, no, you’re foreigners. Of course you haven’t.” Tsingtao sat by the pool with his sword balanced on his lap. “The story of the scorpion and the frog is thus: One day, a scorpion needs to cross a river to get to the fertile lands on the other side, but he cannot swim. He asks a friendly frog nearby to swim him across, but the frog refuses.

“‘You’ll sting me,’ the frog says, but the scorpion denies this. He promises the frog that he will not sting him, as he would drown in the river. So, the frog agrees and lets the scorpion climb on his back.He swims across the roaring river, but halfway to the other side the scorpion stings him anyway and the frog begins to die. Before he can, he asks why the scorpion would sting him if he would die too. The scrpion replies: ‘Because it’s in my nature.’”

“So you’re saying the scorpion is the Trifecta,” Pound Cake said.

Tsingtao nodded. “They cannot change their nature. Sooner or later, they will sting you, even if they drown with you.”

“So you’ll help us?”

“I didn’t say that.” Tsingtao huffed. “Advice is free, but my consultation is not. You are both strangers to me, and I have no real interest in helping two more bumbling fools escape a trouble they got themselves in.”

Sweetie Belle shook her head. “Pound Cake never got himself into this,” she said. “I got trapped here and wanted by this ‘Trifecta’ and I’ve dragged him into it.”

Tsingtao raised an eyebrow. “Is that so?”

“No, it’s not,” Pound Cake said. “I dragged her into it, not the other way around. She’s a foreigner who got foalnapped and I saved her, but now she’s in it with me while I’m in hot with the Trifecta. Punish me, but not her.”

“So it seems you think you’re very noble,” Tsingtao said with a step toward Pound Cake. “You think you are solely responsible for saving her, that what you have done is so chivalristic, and yet you must come to me for help.”

“I—”

“Would you fight for her?”

Pound Cake nodded. “Of course I would. I’ll fight anyone.”

Tsingtao yanked his sword up and pressed the blade against Pound Cake’s neck. He grinned. “Would you still?”

“I would,” Sweetie Belle said, stepping between the two. “I would fight you because we only came here for help, and you’re pressing a sword to my friend’s neck. We were led to believe you were better than the gangs here, but you’re no more than a thug.”

“Now, that’s the answer I like to hear,” Tsingtao said. He took the sword away and pressed it into a sheath at his side. “Violence and aggression are in no short order in this city, but courage? That is a commodity very rare to Shanghay.”

Wind blew down between all of them, rustling manes and tails, and biting at the corners of eyes. Sweetie Belle held firm, and with her magic floated the sword into her own hooves.

“So will you help us?” she asked.

“It has been long since I was able to strike back at the Trifecta from my little fortress here,” he said. “I am eager to hurt them once again. I will help you, but to do so there is one thing we must do.”

“What is that?” Pound Cake asked.

Tsingtao smiled. “We must drown the scorpion before it can sting you.”

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