Fifteen years. Fifteen years training to fight daemons, and now I’m working with them. Where’s my life going?

Spike laid the heavy box of books and other assorted materials on top of another, giving it a firm push to slide it into place. He took a step back, grunting with approval at the sight of the two-by-two stack of wooden crates sitting against the wall.

If she still manages to hit these things, I swear I’m having Twilight put in a recommendation for the Bright Wizard’s College.

Just as he began to relax, a high-pitched petulant voice only inches away cut into his thoughts, setting his teeth on edge.

“Are we ready yet? Are we ready yet? Are we—”

“Yes,” Spike interrupted, willing patience and calm into his voice.

He turned around to face the filly—if she could even be called that, anymore—behind him. Fleshy vines in various shades of purple and blue made up much of her body, broken frequently by vicious snaggletooth mouths that hissed small wisps of smoke.

“Just remember to take it slow, alright, Sweetie Belle?” Spike warned her.

“I know.” She nodded quickly.

“I’m serious. We don’t want to burn down the lab, and—”

“I know! You told me a hundred times!” she hissed petulantly.

“Then let’s make it a hundred and one,” Spike smirked.

Sweetie Belle shot him a piercing glare and several of the toothed maws on her body began to glow menacingly like jack-o-lanterns.

Sighing in resignation, Spike gestured towards a far corner of the room, where every piece of flammable material had been moved at least ten feet away from a wide and thick table sheathed in iron. Sweetie Belle loped across the intervening space and jumped onto the table, twice her height, with ease.

“That’s some pretty good air,” said Spike. “How can you jump so high?”

Sweetie made another little hop, floating as buoyantly as a balloon as she slowly descended. “I think it’s characteristic of a flamer. Most of them don’t even touch the ground. They hover on their clouds of smoke. I can’t wait till I can do it too!”

Spike shook his head. “You shouldn’t be getting used to this. We’re here to undo this before you might turn into something you can’t come back from.” He retrieved a stool from one of his orderly stacks of furniture, pulling it up to the table and taking a seat. “Alright, Sweetie Belle. First—”

The sound of a book closing shut cut across his speech. Spike turned his head, finding Twilight as she sat up from her bench near the wall and set her book down.

“Spike, I just hit page ninety-nine,” Twilight said with concern weighing on her tone. “I’m gonna go check on Rarity.”

Spike nodded. Rarity had gone off with a plague doctor’s raiment and mask, squawking to no one in particular about someone returning. She also said that if she wasn’t back by the time Twilight got to page ninety-nine, they should come find her.

Twilight got to her hooves and trotted to the door, taking one look back into the room at where everyone was. "Keep an eye on Sweetie Belle, guys."

The Doctor grunted affirmatively through his teeth as he strung a copper wire from one end of a steel tube to a shard of warpstone fixed to the other end. The instant the two touched, he released it, allowing a green spark to pop along the wire for a brief moment.

“Oh, that’s how you know it’s working…” he hummed whimsically. “Well, there’s another stallion and a dragon here who I think can handle the little filly, so I think I’ll go find some more components. There’s bound to be a blacksmith or something in this city.”

Twilight held the door for him as he trotted out, and looked to Spike, who regarded her with a reassuring smile. “I got it under control,” he said. “Go on and find her.”

Twilight gave a simple nod, then vanished through the doorway. “Oh Rarity, what did you get yourself into…?” Her voice trailed off as she clopped down the hallway.

Spike looked up to the ceiling, where Kivsin was hanging upside down from the support beams using his hind legs like hooks. His wings were draped around himself like a blanket, his eyes tightly shut in slumber.

And then there were two… Spike sighed.

“Now, Sweetie Belle,” he said, looking back to the giddy filly on the table. “First thing, calm down. Your mouths are moving a bit too much.”

“But this is how they always move,” Sweetie Belle’s forehead said, several other mouths across her body clicking and champing as if to enunciate the point.

She turned around to show Spike a fuzzy stump that used to be her tail. The opening on her forehead sealed and another one opened where a pony's mouth would be. “Hey, would it count as eating my own tail if I sat on it and the mouth on my thigh bit it off?”

Spike blinked. “O...kay,” he laughed nervously. “Uh... who’s been teaching you about controlling your power, before?”

“Lyra Heartstrings. She’s a pyromancer.”

“Wait, isn’t that the kooky mare from Ponyville who was always trying to walk on two legs and sit upright?”

“Mm-hmm!” Sweetie Belle nodded. “She came with us when we left Mordheim, and she’s actually almost completely human as her reward for serving this weird god.—”

“Mordheim?” Spike’s eyebrows shot up, and the fringes on his head quivered instinctively. “What were you all doing in there?”

“Me, Apple Bloom and Scootaloo got picked up by a bunch of those ‘Nyer-gull’ cultists,” she replied, then winced. “They tied me up to a pole and used me like a torch. They even said they were gonna kill me if I didn’t shoot fire when I was told, and I didn’t even do anything to them!”

Spike nodded sadly. “Yeah, nurglites have a burning hatred—”

Sweetie Belle glared at him darkly.

“No pun intended,” he said quickly. “Anyway, what’s Lyra been telling you about this fire-breathing?”

“Oh, she said I should use it to burn the whole world in the name of this Tzeentch guy and not spare a single living soul from the corrupting fires of eternal damnation.”

Great, she’s been learning from a double psychopath.

Spike slapped his claws together. “Okay…” he began, “Forget everything she taught you; you’re learning from a natural from here on.”

He took a deep breath and tilted his head back, then exhaled sharply, blowing a large ring of swirling emerald flame into the air. It expanded greatly as it rose higher and higher, before finally dissipating into ashen smoke.

“Oh, that’s so cool!” Sweetie squealed in excitement. “I wanna try!”

“Take it easy, we’ll get there,” Spike chuckled. “You can’t just throw yourself into it. Now tell me, where does the fire come from?”

The filly tapped a hoof to her chin, humming thoughtfully. Her forehead opened its mouth to speak after a few seconds.

“From the breath?”

“Well, that might be one thing that she told you right,” said Spike, placing a claw on his chest. “Fire needs oxygen, so your breath is your fuel.”

“Lyra already told me all that,” Sweetie griped impatiently. “We practiced for hours almost every day doing the easiest thing in the world, breathing. She told me all about this burning source inside me, and we practiced this ‘Sweetie Bomb’ trick where she would throw me and just before I hit the ground I’d blast all I had which softened the landing.”

She hopped up and leaned from the edge of the table with the most beggarly quiver in her lower lip. “I swear, I’m ready for so much more.”

“Then hit me.”

Sweetie blinked, staring up at the coolly smiling dragon. Her mouths worked soundlessly for a moment before she found her voice. “W… what?”

“If you think you’re ready, then do something.” Spike traced an X across the palm of his claw with the other. “Right here,” he said.

Sweetie scuffed a hoof on the table nervously. “Well, I… I don’t wanna burn you.”

Spike laughed. “I bathed in molten lava, and that was when I was still a kid. Trust me, I can take it.”

The filly huffed a laugh, smiling nervously. “Okay, if you say so.”

Spike took one last glance around to make sure all the most flammable things in the room were out of range, then put a claw to Sweetie’s magical suppression collar.

“Take it slow, first,” he warned, and with a click, the ring popped off in his hand. He set it aside, then interposed his hand directly between him and the warp-touched filly.

Sweetie adjusted her stance, took a deep breath and held it. Her mouths widened, hissing sulphuric vapor, and as she just began to exhale, burning lights began to shine from within her ‘first’ mouth.

A sudden burst of white light in the room stung her eyes.

Sweetie yelped, exploding in a fireball that sent Spike reeling backward off his chair. Kivsin jolted awake and slipped from his perch, catching himself in a hover. Just as his waking sight made out a wall of yellow light coming at him, he raised his hooves in shock just in time for the flames to turn an odd shade of lavender and blow out as quick as a candle. As the smoke cleared, Spike got back up, rubbing the back of his head, and there was Sweetie Belle still on the table, her whole body engulfed in a rainbow of swirling flame.

“Did I do it wrong?” she asked disappointedly.

Spike jumped up and quickly pat her down to smother the flames, carefully avoiding her many toothed mouths, which clicked and hissed excitedly.

“Don’t worry, you just put a little too much power into it, that’s all,” he said reassuringly. “And what was that light—”

“Was that an explos—”

Spike froze. His head whipped around towards the all-too-familiar voice. Twilight stood only a few meters away, her eyes quivering with surprise the likes of which he hadn’t seen since the ‘Want it, Need it’ incident. Following her gaze, Spike belatedly realized that—

“Fire!!” Twilight shrieked. She dashed around the room with her horn already alight, placing dozens of burning books in magical orbs at a time, robbing the hungry flames of oxygen. When she had extinguished the last of the blazes, she turned to glare at the still-smoking filly.

“Sweetie Belle, what did I say?!” she demanded.

“It’s not my fault! You scared me!” Sweetie retorted, taking a step back.

“It really wasn’t,” Spike added quickly. “She was doing pretty well, actually, and I wanted to put the time to good use.”

Twilight put a hoof to her face in exasperation. “Look, just… not in the library, alright?”

“I’m sorry,” Sweetie murmured contritely, her gaze dropping to the floor.

Twilight had teleported in with Rarity, Scootaloo, and another mare whose coat flittered through different shades and colors like a cuttlefish. Twilight’s horn dimmed out after putting out the fires and she helped the rainbow pegasus over to Rarity’s makeshift bed. With certain foes of the Empire permeating Middenheim, prizing warpstone, and the stuff growing from Rarity’s shoulders in fantastic shards, she would effectively live in the lab.

“Come on, Rainbow, dear, work with me,” Rarity murmured in the pegasus’ ear. She supported Rainbow to the bed and laid her down.

Rainbow shivered despite the blankets and she sniffled, watery-eyed and with choked sobs. Scootaloo stayed solemnly quiet and curled up on the floor next to her.

Spike stared in disbelief at the living kaleidoscope. “Oh my gosh, is that Rainbow Dash?”

“Yeah,” said Twilight. She winced as she rubbed her horn, Spike instinctively noting the strain teleporting three other ponies had on her. “She’s been gone from us for so long. We want to know what she went through, but for now, I guess, we’ll let her rest.”

“I rummaged through her mind and found a few things,” Rarity chimed in. “The Changeling wiped her memories, forced her to appear as Soarin, and she’s been living in Cloudsdale, alongside Spitfire ever since. Try to leave the poor dear be until she’s ready. And Scootaloo?”

The orange filly poked her head up.

“I have good news and bad news. Bad news, you have to go back to the dungeon with the others. We can’t have too many ponies in the lab.”

Scootaloo jumped up and scuttled closer to Rainbow Dash. “N-no, please! I haven’t seen Rainbow in forever! We didn’t even get to talk to each other yet—”

“And good news,” Rarity cut her off. “She’s just like the Changeling. There’s no form she can’t assume, so she can go and see you anytime. I assure you, It’ll be the first thing she does when she wakes up.”

“And Shining Armor put out an order for our friends to be moved out of the dungeon,” Twilight added. “Who knows how long it’ll take for the order to get through the hierarchy, though, and all that time can’t be good on Fluttershy’s psyche. She cannot get upset.”

Scootaloo glanced back to Rainbow, who had already drifted off, and reluctantly nodded. Rarity kept on her doctor’s coat, donned her beaked mask again, and led Scootaloo out.

Spike, unnoticed, looked to the ground timidly.

Look at them. All this we’re doing… Maybe there’s a chance, but… What if there’s no fixing themselves?

After three days of electric shocks and cursing his lack of opposable thumbs, it was almost done. Just one more component, the warpstone tooth-braces, and his sonic screwdriver would finally be complete. Without that little miracle, things had been so tedious; this thing called ‘medical school’ that he had dealt with before, especially. He couldn’t just scan a body for an ailment, there, so he actually had to look into it.

But no more. After this was all done, he would possess the only warpstone-powered sonic screwdriver in existence.

The Doctor had requested the braces to be crafted by a smith, but they were too complex, so the request went to the Dwarven Engineers’ Guild and they were due to be picked up today. He, Twilight, Rarity, and Kivsin were to conduct an experiment when he returned. If the screwdriver worked, it would be a tremendous aid to all of their efforts.

The wind whipped over his face, carrying the smoky airs of the city from countless fires below. It was almost stifling, and each blink only slightly relieved the sting in his eyes. He flew among the traffic of pegasi between the buildings with saddlebags strapped around his middle.

His thoughts meandered back to the woods, to when Pinkie Pie tried to make right for the actions that weren’t entirely hers. He couldn’t blame her for resurrecting the memories that sprouted his wings back; she just wanted to apologize, what with trying to steal his soul and trap him as the Odysseus to her Calypso. But it still made him remember, and bring them back. Needless to say, their regrowth was quite painful.

Note to self, he thought. If I ever find the TARDIS, or if it finds me, again, tell Odysseus to keep Aeolus’ bag of winds on him at all times.

He pulled up, breaking past the tops of the surrounding buildings, and spotted the bright red roof of the Guild. In the front courtyard was a large statue, a polished marble mockup of one of the dwarven race’s most valuable and prized heirlooms, an Anvil of Doom.

He touched down before two gate guards with griffon-made revolver rifles in their hands. Each dwarf was a mighty four feet in height, with braided red and black beards flowing down to their belts.

The Doctor reached into his bag and passed them a stamped slip of paper. The ginger-haired dwarf looked it over in his thick fingers and gave Whooves an affirmative nod.

“Go ahead,” he said, and handed back the paper.

Whooves flew over the gate, past the courtyard, and into the smoky interior which glimmered with runic gems embedded in the frameworks. The guild even had its own resident barber, which mostly tended to facial hair.

Before Whooves was beyond the entrance hall, he heard a feminine giggling behind himself. He turned and saw no one, but there was a tuft of blonde-yellow hair swishing back and forth on the floor from around a corner.

That laugh… no, it couldn’t be…

There was only one way he would know for sure.

“Excuse me, miss,” he called. The hair shot out of view past the corner. When he rounded it, there was no one but dwarfs and a few griffons in the hall.

Again he heard the laughter, this time outside. He flew back to the courtyard, following the sound and looked up, then spied the hind legs of a grey-coated mare climbing over the roof of the building.

And then he saw it. The achingly-familiar cutie mark depicting bubbles on her flank.

“D… Ditzy?” Whooves smiled brightly, then spread his wings and shot straight up to the roof where he saw her.

Perched precariously atop a chimney, the blonde-maned pegasus looked out over the city with a forlorn face.

“Ditzy!” he called out again. The mare turned around, her eyes widening with a gasp.

“Doctor!” she exclaimed happily. Ditzy jumped down from the chimney, ran across the intervening space between them, and all but tackled him in a hug.

“Ditzy, I haven’t seen you in forever!” the Doctor laughed. “I’ve been—”

Whooves felt her go tense suddenly and abruptly let go, backing away apprehensively.

“I said I was done,” Ditzy frowned. “They’re not still following you, are they?”

“No, no,” Whooves said quickly. “I’m not looking for help. I just… I saw you, and…” he stepped closer and took her hoof, “...and I wanted to see you again, so badly. Just a passing hello?”

Ditzy smiled. That same kind, carefree smile he’d come to know and love. Even the way her eye drifted slightly to the side brought a warm feeling to his chest.

“I’m glad to see you too, Doctor.”

Oh, dear, is she blushing? I— wait...

He looked to her hoof again, and strangely, saw a pink hue creeping from the tip down its length.

“D-Ditzy, what’s happening to… your…”

Now he couldn’t tell if he was shrinking, or if she was growing. No, she was definitely growing, and it wasn’t long before Ditzy was almost twice his size. He slowly backed away.

“Ditzy... what’s wrong?” he asked, dread beginning to creep into his mind.

“I have no idea what you’re talking about, Doctor!” Ditzy’s smile started to spread wider as she followed him, until it became an eerie rictus grin. “Why do you look so afraid? We were going to catch up, remember?”

Having run out of roof, the Doctor hovered past the ledge, but Ditzy didn’t give chase and just stared intently like a cat tracking a butterfly.

“First tell me what’s going on— woah!”

A black tendril had shot out of Ditzy’s mouth and cracked like a whip not an inch over Whooves’ head.

Oh, BALLS—

In the mere split second he was thrown off, she leapt at him fast as a jumping spider, tackling him from the air. He wrestled against her as her pink leg turned black, hardened, and swelled. They landed, hard and heavy, and Whooves’ head rang painfully. His vision flashed and faded as he squirmed and groaned in agonized throes.

“Still not there yet, are you?” a new, yet familiar voice asked in a weary tone.

The last thing he saw was a large black crab’s claw, mere moments before it struck him in the head.

Scootaloo had her hooves over her eyes, as Rainbow had instructed, while she was carried up and up into the sky. The first time Rainbow came to visit her, she had impersonated the prison’s warden when he was away, told the guards to take an early break, and they got to catch up. Rainbow told her she was readying a surprise in the clouds and she was finally going to see it.

“Ready, Scoots?” Rainbow said.

Scootaloo wiggled her legs in anticipation. “M’hm.”

“Look!”

Scootaloo threw her hooves down, and gasped. It was a near exact recreation of Rainbow’s cloud house, bobbing lightly in the white field above Middenheim. Though lacking the little rainbow fountains, nearly all else was like a photocopy of heleopolian architecture.

“You rebuilt your house!” Scootaloo exclaimed happily.

“Yep. Didn’t take too long with the clouds as easy to mold as clay. Go check it out!”

Rainbow set Scootaloo down and she dashed for the domicile. Rainbow went ahead and opened the door for her to an empty interior, waiting to be filled with homely amenities. Scootaloo went over every room with inexhaustible energy, elated just to be in an actual house again.

“This is so cool! Is this room mine?” She went to the upstairs balcony, looking down to Rainbow, who was somewhat hunched, and then looked back at her with slightly reddened eyes. “Rainbow, is something wrong?”

She wiped her eyes as they started to well up. “It’s nothing, Scoots. Just… there’s so much I missed, and so much I went through that was all lies.” She drifted up to Scootaloo and put her wing around her. “I wasn’t there for you and the others when you were walking halfway across the country, but now I am here and I can be a real sister now.”

Scootaloo hugged her back. “Well, it wasn’t your fault. You were beat up and kidnapped inside your own head.”

“Even then, I have to make it up to you now. No sis of mine goes through all you did and has to live in a hole afterward.” Rainbow looked around and sighed. “I need to get a job if we’re going to keep this place, though. I had to get a permit to build some distance from the other houses since you can’t be seen in public. Better keep my eye out for help wanted signs or sign up with a weather team.”

“Do you still use your real name when talking to ponies?”

“No,” Rainbow griped. “Gotta keep my Element of Loyalty status under wraps until Twilight and Rarity can find a way to undo our curses.”

Her fur twinged and flitted into feathers that flipped over across her body, changing the color of her mane, tail, and eyes a monochromatic dark blue, and her coat a hot shade of pink.

“Until then, I’m Rainbow Spring!” she said. “What do you think?”

“It looks great. And we can keep up our flying lessons, right?”

“Totally! We can pick it up first thing tomorrow.”

Scootaloo grinned widely. “Hey, Rainbow?” she asked.

“Huh?” The older pegasus cocked her head to the side.

“I’m so glad you’re back.”

Rainbow smiled in return. “It’s good to be back, Scoots.”

“Sectors four and seven have been overrun, requesting reinforcements at the reserve bulkhead! Not one step backward, Cadians! The Emperor’s Angels of Death are on their way!”

The vox speaker cut to silence.

Two pegasi sprinted across ferrocrete floors with all the speed they could muster, too exhausted for flight. The cracking echo of gunfire followed behind them, along with dying screams and insidious laughter. They dashed past another defensive line; two heavy bolters, an autocannon, and twenty guardsmen, all behind a sandbag barrier to hold the hall.

They might last fifteen seconds if they were lucky.

“Come on, Ditzy,” Whooves panted, his lungs burning with exertion. “It’s not much further!”

His companion remained silent. Her eyes were dilated to horrified pinpricks and crisscrossed with red streaks, and her running was slack and haphazard from exhaustion.

Further down the barren corridor, Whooves spotted the entrance they were running for. And just then came the familiar monstrous roar of the bolters ringing in their ears. The defensive line ripped to life in a barrage of fire, with the thud of the autocannon as their battle-beat. Shell casings rang like bells as they struck the floor, and lasguns cracked as they spat crimson death down the hall.

“Not one step backward!” the beleaguered score of Cadians roared in unison.

“I’m going to miss those chaps,” Whooves muttered under his breath. It felt like forever before he and Ditzy finally cleared the doorway, and it felt like a weight had been lifted from his shoulders when he slammed it shut with a loud clang.

He turned, finally allowing himself perhaps the first genuine smile he’d had in days as he spotted it. There, in the center of the room, sat a blessedly familiar rectangular blue object that read ‘Police Box: Public Call’ in casual, illuminated letters on top.

He threw open the double doors into an exceptionally large space for the box’s size. They both scaled the stairs to the glass platform and control panels. Ditzy gasped sobbingly, and Whooves held her head up to look at him.

“Ditzy, we’re almost out of here. Look at me.” He firmly patted the side of her face and her eyes snapped into focus, looking in the same direction at once.

“Ditzy, I need you to focus. Remember what to do on your side. Okay?”

Ditzy weakly nodded, bringing her breath in with a loud sniffle.

Whooves put on the best comforting smile he could. “Great. Come on, let’s—”

“Blood for the Blood God!”

“Gods, revel in this slaughter!”

“—get the sodding hell out of here!”

As he and Ditzy sprung to the controls, Whooves found himself wishing he could go back in time to slap himself on the wrist before getting himself into this situation. He and Ditzy had tried to close a warp portal on the besieged world of Charadon IV, where hundreds of millions had already fallen before the forces of Chaos. Alas, the sacrifice of the PDF was in vain, and they had failed to stem the black tide. And now they were running for their lives.

The gunfire died down outside, and a ragged snarl rang out. “More in here! I can smell them!”

“Bollocks!” Whooves cursed, his hooves already flying over the consoles and instruments in a sequence of practiced fluidity.

The central pillar of the blue box lit up and hummed powerfully. It was immediately drowned out by the roar of a revving chainsword whose teeth sawed through the steel door of the room outside like a hot knife through butter. In a shower of sparks it cut up and sideways, then the whole bulkhead was kicked in by an armored spiked boot.

As the doors to the box closed, the ponies caught a glimpse of a behemoth of iron. Elephantine tusks curled from its face plate, an entire withered corpse was impaled on the spikes on its back, and its crackling electrified claw peeled the breech back as it entered. Emblazoned on its left pauldron was the icon of the Blood Gorgons, the head of the snake-haired Medusa. Its grafted chainfist-melta-bolter whined for more iron to devour.

The doors closed completely and the central pillar glowed bright as a spotlight. Everything started to shudder and vibrate, and the Doctor smiled. “We just might make it!”

His heart leaped as a screaming thudding echoed against the doors, which gave way to a shower of sparks as a spinning staff of teeth cut away at it.

“Come on, come on!” Whooves rubbed his hooves on the panels, as if that would make it work faster.

They both retreated to the far wall, up the stairs as the saw was withdrawn. “D-D-Doctor, they’re gonna get in!” Ditzy stammered.

The terminator's face came to the hole, spotting them together. It reclined back, raising its armored boot. Ditzy shrieked at the crash of steel against steel as the doors nearly burst off their hinges. The chainfist spun up again and behind him were four similarly-armored supermen. They raised the paean, the terminator set a foot onto the rim of the box—

Everything outside evaporated into nothingness.

On the other side was a shimmering, swirling world of fiery waves, crackling like lightning, but no louder than a gentle wind. Whooves and Ditzy were huddled together, and at the silence, the stallion peered up, seeing only the wormhole beyond, and the doors closing back with a mild slam.

Whooves spent a few seconds to catch his breath, and sighed with a euphoric grin. “Oh, thank goodness! Ditzy, we made it!” He moved to take her hooves from her yes, but she resisted, and kept them there. “Ditzy? Are you hurt?”

“T-t...take me home, Doctor…”

“Why? What’s wrong?”

“No more… No more… I-I can’t take it...”

Whooves bit his lip. He’d seen this kind of despair during the Great Zombie War on Earth. People were so miserable, had so little hope, they would spontaneously perish in sleep as their minds just subconsciously gave up. Apocalyptic Despair Syndrome.

He then saw red droplets roll down from her hooves. “Ditzy, you… you didn’t look into the portal, did you—”

“Take me home!” she wailed, then lifted her eyes. They were bloodshot, and pooling red at the rims.

“Mmuuuugh…”

Ditzy… don’t… Please don’t go...

The Doctor’s mind swam in a pudding of dizziness and nausea. His back still ached, a pall of errant buzzing stinging his body.

Please… We’ll never come back here again… I’m sorry…

He found his legs and wings couldn’t move much, like they were being restrained, and felt something wet and very sweet-smelling all around him, up to his chin. He was partially submerged in it, and in a dark container by the feeling of the close, hard walls.

He instantly woke up as a torrent of thoughts hit him. Was he captured? Kidnapped? What was this goop he was in—

A high-pitched ringing, unmistakably like an egg timer rang through the container.

“Ooh!” a feminine voice sounded outside.

The rapid rhythm of hoofsteps drawing nearer prompted Whooves to take a deep breath and sink himself lower in the liquid until his mane went under. The figure’s voice was muffled with the fluid in his ears, but he heard the lid of the container be lifted away, then a gasp. The next thing he knew, he was being slapped all over and grabbed by several black appendages that harshly yanked him up and out. The forced handling caused Whooves to gasp for breath.

“Oh, thank goodness! I thought you fell out or drowned!”

Whooves coughed out the pastry-sweet slime. What is this, donut glaze?

“Who are you? I warn you, I’m friends with a daemonic vampire who’ll look for me if I’m not back!”

He shook his head to clear his eyes and his blood turned milky on seeing the whiteless opal eyes of a pink face of unbridled glee. His body was covered in a thick white substance, the same as what filled the barrel off to the right, and tight strings bound up his legs and wings. All around were frivolous confectionaries and ingredients arranged on decorated shelves like a pastry shop; cakes, candies, and the like. The sign on the door had the Open side facing inward, and the window blinds were drawn shut.

“P-P-Piih…”

The mare who held him up gripped him with several tentacles sprouting from where a foreleg used to be, slithering across his person like curious snakes. Her crustaceous claw pinched the sides of his head and brought him closer to her ear.

“Didn’t catch that. What’d you say?”

“P-Pinkie… I thought you purged yourself of the stimulants….”

Her tentacles let him go, still holding him by the claw, and she greedily licked the frosting off the tendrils. “I did! I remember I got jabbed by a falling needle, and- huuuuuuhhhh!” She gasped with force enough to bring in a breeze behind him.

“You don’t remember me!” she squealed. Tears immediately began rolling down her face and her claw tightened around Whooves’ head. “We went stargazing the first time we met! We cuddled at that rest stop, and… and…”

The Doctor’s eyes widened in despair. “You!”

Pinkie’s tears instantly reversed back into her eyes with an audible sucking sound. “You do remember me!” she squealed, spinning him round and round. “But how could I think you ever forgot?”

“How…” Whooves spat out another glob of frosting. “How did you get out of the dungeon?”

“Oh my gosh, you wouldn’t believe it! I asked one of the guards to let me out, he took one look at me and boom! He did it! He let me out, even gave me some clothes, and ever since, I’ve been looking for you. Ooh. I’d just squeeze you, but I don’t wanna mess up the coating.”

The Doctor’s eyes squinted in disbelief. What? Why would a guard just… no, no. Only a sorcerer could make victims surrender themselves.

And then it clicked. Or a daemonette…

His thought was cut by Pinkie’s tongue running firmly up his spine, between the roots of his wings, feeling the muscle tense up against her tongue, and snapped it up at his mane.

“The glaze set into your fur nicely,” she said, licking her lips. “Time for the decorations!”

“N-No, what—nugh!”

Pinkie jammed an apple in his mouth, propping it open too far to open any wider and let it fall out. As she gaily carried him to one of the decorating tables, he tried to push it out with his tongue, still to no avail as his teeth had dug in.

Pinkie examined her template, her blank, shouting, squirming canvas. With the ropes, he looked like a white turkey, waiting to be dressed.

Tapping a claw to her lips, she scanned over the shelves, which bore sprinkles, cherries, everything any confection could need.

“Hmmm… Aha!”

She brought down jars of individually wrapped taffy pieces, jujubes, marzipan, and Araby Delights. It wasn't long before she had at least a dozen colors of sweets to decorate her canvas with, from marshmallows to sliced candied apples.

As she set down the last jar, she huffed uncomfortably, coughing heavily and beat her chest. A wet chef’s hat popped from her throat, messily splattering on the floor.

“Looks like tummy’s not through with him yet,” she said nonchalantly and looked back up to Whooves. “Hopefully I’ll be done with him by the time you’re ready, so he doesn’t ruin how you taste.”

Whooves could only squirm uselessly, and Pinkie started lining the ridge of his wings with jujubes.

Near everything in the lab had been moved to the furthest walls, in slightly-teetering stacks. In the center, strapped to an operating table, Kivsin tensely tried to steady his breaths for what was coming. Tied to the table’s fixed leg, a white-fleeced goat idly munched on a bucket of grass.

Spike, Rarity, and Sweetie Belle had taken to a makeshift barricade, a fortress of furniture from which they looked on Twilight, out of her wizard’s clothes, nearly as anxious as the bat pony before her.

The daemons of chaos were made purely of the stuff of the Warp. When possessing a mortal vessel, the foul energy could mutate them into the most horrible of nightmares. With luck, Rarity would be able to sense a pattern, something recognizable that they could perhaps decode, and maybe try to reverse the effects. It was the best plan that Twilight had thought of, but it still involved a massive amount of risk, so they weren’t taking any chances.

Twilight breathed deeply with a hoof to her chest, and in unison exhaled and slowly extended the leg.

“Everypony ready?”

“All set!” Spike called back from the barricade. “How’s Plan B?”

Twilight plucked the straps binding Kivsin to the table, each sounding a tight bass tone. “It’s good,” she said simply.

“Plan C?”

She glanced at the goat by the bucket. “Check.”

Spike turned to Rarity, who had undergone another few mutations herself. One of her eyes was simply gone, its empty socket had grown smooth, and a ring of teeth had sprouted from her collarbone.

“Plan D?”

She nodded. “Shield spell. Don’t worry yourself. I’ve practiced.”

“Okay…” Twilight sighed. Her horn glowed a soft purple aura, which tingled and pricked as it enveloped her whole body.

“It’s just for a little while,” she said, for herself as much as Kivsin. “Just to see if we can get something out of it.”

The stallion swallowed uncomfortably and a sarcastic smile twitched into his face. “It didn’t hurt that much last time.”

Twilight looked straight ahead and focused again on the spell. “Okay, now just… find your inner daemon— ow!”

She reflexively put a hoof to her forehead, which came off bloody. The spell didn’t stop, though; it had already begun to take its course. The fur and skin on her hoof started to part as if being sliced open by some invisible blade.

“Holy…” Spike put a claw against a table to get out of the bunker, but Rarity quickly placed her hand on his back.

“No,” The crystals in her shoulders burned with warpfire. Her wide mouth made idle growls and clicks. “It’s working; I can feel it. The spell is peeling off the disguise.”

“But the alchemist’s clothes I gave her were the disguise,” Spike said in confusion.

The mutant chuckled and looked back out at the mare who was quaking, screaming, leaking blood from splits in her flesh like a dripping fractured statue. Twilight’s fur curled and shriveled, hissing as if in a frying pan.

“Deeper,” Rarity muttered

Twilight’s mane and tail rose, shifting to whites and reds, crackling and blowing until it flashed into a fiery blaze. Her very blood boiled on her frying fur which peeled away, revealing a luminous white and yellow coat underneath.

In a hard thrust of force, the magical forces completely tore Twilight’s flesh away like an orange peel, heaping dead skin in an even ring all around her. Her horn flashed, shattering the spell’s aura around her in a glassy explosion which vaporized in a crackling witchlight.

The daemon gave a few stiff twitches, and doubled over with a choked gasp. She looked at her bright yellow hooves, then to Kivsin who was actually starting to lose what little calm he had left. She wobbled upright, then carefully moved closer.

“I’ll make it quick. Ready?”

He flexed under the restraints. “I can’t imagine being more ready...” he muttered.

Having already possessed him before, Twilight didn’t need another ritual. Kivsin was an open door. Again her horn illuminated, and her physical form dissolved into the air. The luminescent mist drifted and settled over Kivsin. Involuntarily, his reflexes forced his breath to hold.

Come on, Kivsin. Don’t make this difficult.

She settled for phasing through his skin, which brought on a intense burn as the mist flickered away. Kivsin’s look of panic softened until he was staring emptily into the ceiling, and moaning weakly.

Spike opened the mini-fort and he and Rarity approached the table. “So that’s what she really looks like?” the dragon asked.

Rarity hummed, “Mmm, yes. She’s lucky, really. All she gets is set on fire, and the rest of us are either undead or get extra limbs out our rears.”

Sweetie Belle went straight for the pile of discarded, charred hide on the floor. Her toothy maw opened for a bite, but only chomped air as Rarity pulled the hide away.

“Not yet,” she said. “We’ll save it for supper.” With that she neatly folded it with the ghoulishly contorted face on top and levitated it over onto a high shelf.

Sweetie crossed her hooves and pouted. “But it’s still warm.”

“I’ll use my magic to reheat it.” Rarity turned her attention to the mewling noctral, and caught Spike staring at her like she was crazy. “What?”

“You two are really going to eat that? It’s just like cannibalism!”

“Not quite,” Rarity pointed out. “I’m barely still a pony, and in Twilight’s condition, she’s not even of this plane of existence. And besides, you could say we’ve become… desensitized to what you would consider taboo.”

“To the point you’d eat a dead hide like a daffodil sandwich?”

“Oh, that’s not a bad idea! Could you bring us a loaf of bread, later?”

“Wow… alright…” Spike and Rarity stood on opposite sides of the table. “So how does this work, exactly?”

Rarity scratched her head, running a charged hand across Kivsin’s chest. “I’m not sure. I’m supposed to feel something, I guess?” She examined him, going over his middle, head, then back to his chest where she felt his ribcage soften, the bones sinking.

She hummed thoughtfully. “Strange.”

“What?”

Rarity’s crystal growths popped with energy. “Paper!” she snapped.

Spike quickly gathered up several sheets and blank scrolls and set them before Rarity. She rapidly dragged her free finger across it, burning symbols onto the parchment. “Ohoho, I think I’m onto something! Feel this, Spike.”

She took his claw and placed it on the semi-conscious noctral. He felt Kivsin’s insides moving, shifting places.

“Wonder what’s going to happen to him,” Spike murmured. A second later, he noticed something else.

Rarity was holding his hand.

“I haven’t seen it, either, but the Doctor’s description of his transformation was fascinating,” she said. “He souldn’t be gone for too long now and this ‘screwdriver’ of his might be of... use…”

She glanced over, watching Spike’s claw turn over and gently hold hers.

“Um… Spike?”

She pulled her hand back, snapping him out of his daydreamy expression.

“Oh, uh, sorry,” he said quickly, and took a step back.

“It’s quite alright.” But her nervous tone didn’t say so. If Rarity still had blood, her cheeks would likely be the most rosy shade of pink. She worked in silence over Kivsin for a couple of minutes, the tension between her and Spike thick enough to cut with a knife. She popped a spark every few seconds and her spindly hand etched another symbol onto the papers. She considered something for a moment, something she hadn’t thought about since her friends had it just as bad as she did, if not worse.

“It’s the crystals, isn’t it?”

“Huh?” Spike looked at her blankly.

“I know how much you like gems, and now warpstone is growing from me in bouquets. Is it the only thing that makes me tolerable to you?”

“N…No!” he declared, shaking his head. “What are you talking about?”

“Spike, look at me. The growths feel like tumors, my mouth looks like an angler fish, and I haven’t even been able to bathe for two months until just last week!” she leaned over, closer to Spike. “You look into this face. How can anypony like this?”

Spike slowly took her hands off, then smiled wanly. “Beauty is in the eye of the beholder, and what I see is still the most beautiful mare out of Equestria. I didn’t like you just for your cutiemark or the gems in your shop.”

Spike held her hands between his claws and took a quivering breath. “I liked you because you were the nicest, most generous pony I knew, and I still think so.”

Rarity’s head hung low, but at his words, she let slip a small grin.

“I… I’m turning twenty in just a few months,” Spike continued. “We’re… not that far apart. Do… do you think—”

“Uuuugh…” Kivsin moaned. They both had their elbows on his weak chest, forcing the breath out of him, and immediately got off.

Rarity put her hands back to her working positions and smiled somewhat shyly to Spike. “Well, it isn’t like I have anywhere else to be. I think we’ll have to talk about that a little later.”

”WRAAAGH! AAAAAHHHH!”

“Do you think we should have used more straps?” Rarity asked.

“Yes,” Spike muttered in reply.

A monster madly screeched atop the table, twisting and thrashing against the leather straps which strained to hold him down. Kivsin’s hooves had grown into rending, long-fingered claws, his muscles expanded to a monstrous bulk that stretched his flesh tightly. His slavering, dagger-filled mouth howled between a roar of rage and a cry of agony. The goat, too, was in a panic, fighting against the rope around its neck.

Spike, Sweetie, and Rarity were back under the barricade, the sisters especially holding one another tightly. “That is not what I expected from them,” Rarity said.

“Did you at least get all the symbols you could make out?” asked Spike.

Sweetie Belle reluctantly let go of Rarity who then quickly picked up and flipped through a short novel’s worth of papers and nodded.

Crack!

The strap over the possessed’s heaving chest snapped and he lurched into a sitting position, his mane falling sweaty and matted, jabbering incoherently. With a single finger, he cut the bonds at his legs, then caught whiff of something.

Spike quietly asked Rarity, “You have the shield spell ready?”

She was way ahead of him, with her horns powered and already piecing the spell together. The next sound to catch Spike’s attention was the panicked, strangled cry of the goat, which was supposed to serve as a distraction. With any luck, a quick kill would temporarily calm the daemonhost’s bloodthirst.

Kivsin had ensnared the goat in a predatory vise, his claws effortlessly digging into its throat. His jaws snapped down over the nape of its neck, and, yanking back, tore away a huge bite of flesh.

Apart from Kivsin’s savage mutilation, all else was quiet. It wasn’t long before he appeared to get bored with the unmoving prey, and sniffed at the air.

Kivsin spotted the source of Rarity’s sapphire glow, and when Spike looked back to check on him, their gazes met. The daemon slayer and daemonhost locked eyes and the latter slowly extended his large and bony wings. Spike dared not speak, to give Rarity more time. Kivsin arched himself into a pouncing stance, his blood-smeared face growling in readiness.

In a fraction of a second, his powerful wings snapped back, launching him like a bullet toward the barricade.

Rarity’s horns popped, and Kivsin got a face full of a magic wall which rapidly folded back and enveloped him in a blue ball.

The surface of the orb was not even a foot from Spike’s face, and Rarity too gave a gasp when she saw where it was.

“Spike… How close was he?”

The dragon took his hand off the grip of his sword and leaned back. “That close,” he muttered darkly.

Kivsin got back up and took a quick glance around his small prison. His lips twisted into a hateful snarl, and he let out an otherworldly screech. Both claws came pounding against the barrier, which only bounced off ineffectually. The others emerged from their fort and encircled the monster who continued his frantic lashing out.

“Is he still afraid of small spaces?” Rarity said curiously. She shrank the ball and her suspicions were confirmed when Kivsin tried to push out against the walls, his eyes wild with panic and rage. Rarity took him to the other end of the room, set him on the floor, and expanded the bubble to the point he calmed a little.

He paced back and forth, watching his captors watching him. His burning gaze was most focused on Spike. After some time, he stood hunched on his hind legs, balancing as well as any natural biped and easily matching the dragon’s height. Standing nearly still, the distorting haze of warp essence could be seen radiating from him. He pointed a long, sharp finger at Spike.

“You...”

Both Spike’s brows raised slightly. “So you can still talk?”

The daemonhost didn’t answer, but continued. “You… hurt her.”

Spike cocked his head slightly. “Hurt who?”

Kivsin pointed to the wooden crate across the room.

“Octavia?” Spike asked. “Why do you care so much about her?”

Kivsin lunged at the shield, once again fruitlessly bouncing back. “Don’t you degrade what she means to me!” He leaned with both claws on the shield. “You don’t lay another damn claw on her, or I’ll take even greater pleasure in killing you!”

For only a moment his words had no weight, but his claws curled, digging his fingers into the shield like nails on a chalkboard which left glassy scratches. Rarity held her head, feeling those fingers like they were scratching at her brain. Kivsin pressed harder and, with arcs of splintering magic, his fingers started to poke through. His face twitched in pain while his claws bore through.

Spike drew his sword and rested the blade right on top of Kivsin’s exposed fingers. “Not an inch further,” he said threateningly.

Kivsin relented and pulled his claws back, which emitted a hot steam from touching the shield, and he wrung them tightly. The noctral gave a dark chuckle. “You have to come in here or let me out at some point, and you can’t keep up this shield forever, Rarity. Twilight doesn't know how to get out of a body, so she’ll need you.”

Spike’s jaw tensed at that. “She’s not making you say and do all this, is she?”

“I don’t know, and I don’t care,” Kivsin muttered. He leaned against the shield again, staring with the intent of a hungry leopard at the dragon behind it.

“I can feel the very Warp running through my veins. Hot like a river of seething flame, cold like the peak of a frozen glacier. It fills my every pore, suffuses my senses…” Kivsin raised a clawed hoof, then drove it a clear six inches into the stone floor beneath him, cracking the slate and ripping up two chunks like snowballs. “And gives me power far beyond any lesser beings,” he continued with a malicious grin. “Like the power to rip out the still-beating heart of a dragon, and offer it to my eternal love.”

“Kivsin, you charmer, you!” Octavia crooned, her voice muffled through the crate across the room.

While Rarity took a few steps back, Spike stared him down, tapping the tip of his sword on the floor, then re-sheathed it. He tapped Rarity on the shoulder and quickly whispered in her ear, “Let’s go to the other side of the room. We need to come up with something.”

“Sorry, did I break something?”

The Doctor was whimpering as Pinkie Pie had tightened the bindings around his wings, bending them backward far beyond their natural posture. They weren’t broken yet, but another few degrees and at least one was sure to go.

“There we are!” she sang, giving the ropes one last tug.

He was fantastically decorated, the candies adorning him like a white gingerbread stallion gussied up for a date, complete with a blue taffy bow tie.

“I noticed you didn’t come back for me,” Pinkie said darkly, inspecting him one more time. “They said you’d be hung if you failed, and I just couldn’t take the risk; I had to know you were okay! Now that I know you are, I realized every moment we’re apart is a… um... Short-dinger’s… dog. I can never know if you're alive or dead without direct contact between us.”

She patted her stomach gingerly. “You’ll be safe in here if I can’t digest you, then anypony or anything who wants to hurt you will literally have to go through me. But if I do, it’s still okay because I’ll absorb you and you’ll be a part of me! My flesh and blood.”

The Doctor immediately rolled left and right to try to ruin the decorations on him, anything to buy just a minute more. He managed to spin off the table, uncaring for the greeting his face would receive, but was instead met by Pinkie’s tentacles catching him just as his nose was pressing against the floor.

“Tsk-tsk. Almost hurt yourself there. Don’t tell me you’re too dangerous, even for yourself.”

The mare raised him up, pulling the apple out of his mouth and threw it aside. Whooves’ jaw immediately snapped back, and he felt he could barely move it due to the muscles going slack and numb after so long—

Not even wasting a second, Pinkie pressed her lips against his.

Whooves’ fears melted away. His body relaxed, and he looked almost dreamily into the black eyes of the mare who held him against her body. Through the haze in his mind, he barely registered the sensation of Pinkie’s torso vibrating and growling in anticipation.

Pinkie parted their lips and murmured, “I hope you make it, Doc.”

The Doctor’s pupils dilated to where they nearly blotted out the iris. His muscles relaxed, and his struggles finally ceased.

Pinkie raised him over her head, lining up her mouth and throat, and opened wide, lowering him head first. Her lips slid over his face and engulfing his head before he hit the top of her throat. She swallowed powerfully, opening the undulating passage and wrapped her long tongues around him to pull him down more easily. Her lips passing over shoulders, wings, and flanks, she put her claw to her middle as she felt Whooves’ head reach the top of her stomach. As his wings and fur slid against her inside, a small moan escaped her. In another gulp, the tremendous bulge in her throat slid down and squelched into her stomach, filling and stretching it with an entire stallion. The hair of The Doctor’s tail slipped past Pinkie’s lips like spaghetti in her final swallow, and her emaciatedly-thin form filled to a more natural breadth.

Everything she decorated him in came together perfectly. She smacked her lips of the flavors of all the garnishes and candies, and could still taste it down below.

“Ahh... Welcome home, Doc. You won’t be needing these anymore.”

Her tongues slithered down to her stomach and untied the strings around the Doctor’s legs and wings.

“It’s good… to finally be home,” he said in an uncomfortable, upside-down position. When the bonds were gone, he put himself right side up, eliciting a bout of quivering giggles from Pinkie at his movement and nuzzled the silky-smooth stomach walls in pitch darkness. “I’m so sorry I was so difficult. I guess I was running away from myself, how I truly felt about you.”

Pinkie rubbed the outward imprint his face made. “It’s alright, Doctor, because we’re finally together forever, and… ooohh…” Her stomach moaned loudly and painfully, quaking around the Doctor.

“I think somepony’s still hungry.” Whooves chuckled.

“You don’t mind if I have some dessert after dinner, do you?”

“No, by all means,” he said with a laugh.

Pinkie looked around at all there was, springing for everything that wasn’t already on the Doctor. For a brief moment, a light shone in on Whooves. He looked up to find Pinkie opening her throat wide with an ‘aah’ as she poured an entire jar of cookies down her gullet. Then came pies, and cakes simply tipped off their bases and swallowed whole. This binge went on for a few minutes, ending with a thorough cleaning-out of every morsel on the display counter and she washed it down by leaning back with her mouth around the faucet of a barrel and turning the valve, guzzling a deluge of cranberry juice finish it off.

When she got back to her hooves, her belly was as big as the rest of her, dragging on the floor. Whooves did his best to stay on top of the pile of food she didn’t bother to chew, and was firmly pushed against the roof of the little cavern. The juice washed the dried glaze off, yet he was still sticky in the coatings of the other pastries.

“You okay in there?” Pinkie asked.

He pulled his hoof out of the sticky pile under him and matting it down for more space. “Yes, but it’s a tight fit. Hey, do you still have my bags?”

“Uh-huh.” Pinkie carried herself past the saddlebags, picking them up with her tongues, and went to the curtained store room. She sat on her haunches, resting the bag on her round belly, and rummaged through it.

“So what’s in here?”

“You’ll see.”

She shook out a fancy metal rod, and four metal teeth. “Ooo. There’s a stick and some metal chips. Is it a parade baton?”

“No. it’s a little too small for that. Just put the chips in the four notches around the green stone, and press the little blue button.”

Pinkie snapped them into place, one at a time, and clicked the blue button. The stick instantly extended, the teeth snapped open like a claw, and the green stone lit up like a flashlight. It sounded a static warbling whining.

“Woah. What’s this?” she asked.

“It works!” Whooves clapped his hooves ecstatically. “It’s a sonic screwdriver. Here, send it down.”

Pinkie tilted her head back, The Doctor heard her swallow, and a couple of seconds later, he felt something land on his head. He felt around the device and found the button.

Pinkie saw her belly glow green and giggled, “It’s like a little green alien inside me!”

“Well, I did come from another planet,” Whooves pointed out. His cell started jiggling as Pinkie bounced in place.

“What does it do? What does it do!?”

“Well… almost anything really. I’m actually not sure what it can’t do. I’ve used it to unlock doors, as a medical tool, even read thoughts—”

Gurrrrrrrggghhh...

Pinkie’s stomach gurgled and squeezed in on the Doctor. “Pinkie, what’s happening?” In the screwdriver’s emerald light, he saw the walls running with digestive acids, beginning to awaken into a steady churning.

“Tummy wants its food, Doctor. It always takes all my energy away.” said Pinkie, quickly feeling her eyelids get heavy. She rolled onto her side, making a mattress of a pile of flour sacks, and smacking her lips as the taste of everything in her belly flowed through her body.

“Well this is it, Doctor,” Pinkie said sleepily. “Our moment of truth. Try not to get digested. I really want to be able to see you again.”

“If Slaanesh really wanted you to have me, He wouldn’t let me die that easily.” He put his hooves against the walls and slowly rubbed in wide circles. “You were always so sickly thin, eating everything in sight, but nothing filled this emptiness. If He ordained me to be yours, I’ll be just what keeps you full and happy. I promise you, I’ll be here when you wake up.”

“Mmh,” Pinkie let the internal massage and her rolling belly lull her into sleepiness. A catlike purring resonated just over Whooves’ head as he worked, and after a few minutes, this gave way to her silent sleeping breaths.

Her stomach labored around him, working its juices into his fur. He stayed awake, thinking about if he’d be melted away or survive and the mare’s stomach that was now his home. It was warm, soft, stretched easily when he needed to move, and Pinkie made the cutest little huff or giggle when he changed position. He held the screwdriver close, putting faith in the warpstone conduit that its magic energy would keep it from melting away.

The acids didn’t itch or burn, and the rest of the food was steadily dissolved into a chunky slime, which he had to stand in as it was soaked into the the surroundings. Pinkie’s belly shrank as it absorbed its feast, echoing low laboring tones until it wrapped around its last inhabitant.

“Is that all you’ve got?” Whooves whispered mockingly. “I’ve met sleeping bags tougher than you.” He could hardly wait for her to wake up and feel that he was still there. He patted the wet muscular wall and said to himself, “Patience.”

Snap… Clank!

Pinkie snorted awake at the loud noise of metal hitting wood. She heard a few steps, by their beat likely equine, then the bakery’s door closing.

Pinkie put a hoof to her stomach, feeling the Doctor was still there, and for the first time in what felt like forever, she wasn’t hungry. But she didn’t have time to celebrate. A sickly green glow suddenly erupted from the front of the store, flashing like a deadly flame. When the light died, the steps started again, far heavier, creaking the floorboards.

“That stink…” a voice rang out, somewhere between a mutter and a snarl. “Filthy, tainted love… Where are you?!”

Pinkie jumped up as wood shattered on the other side of the flaps, followed by a chorus of doors smashing and jars breaking open.

Pinkie whispered loudly, “Oh, jeez, who’s that?”

Whooves’ smile had faded. That voice was unfamiliar.

“You’re harboring cultists, baker?!” the voice shouted. “I can smell them! I know they’re…” There was a pause, the sound of something wet being picked up from the floor, and a throaty chuckle.

“Ah, so you killed the baker.”

Pinkie backed up, sweating bullets, her stomach tightening around the Doctor. “Pinkie, stay calm,” Whooves grunted as he heard her heartbeat and breathing growing erratic with fear.

She forced some control into herself, waking slow, quiet, deep breaths as she backed up.

Whee-err!

She froze as the sound of a squeaky toy reached her ears. Her head snapped down, but here was nothing under her hooves. She discovered her rump had actually bumped up to the back wall. Taking a step forward, it made a similar squee as it rounded back into shape.

“I didn’t know I still made those noises.”

“YRAAGH!!”

A large black-plated figure burst through the flaps with four sabres of bone extended to strike, and Pinkie just barely jumped to the side in time as the monster cut apart the shelves at the back into a toppling heap. It snapped around, and Pinkie only caught a glimpse of the baleful anger on its face before she turned to run away.

Inside, the Doctor was jostled in the fleshy space as his host’s distended belly swung about. “Pinkie! What’s going on?!” he called out frantically.

“Not now! Safety first!” Pinkie exclaimed.

Pinkie suddenly halted in her tracks, feeling the familiar weightless sensation of a telekinetic hold as she was roughly lifted into the air. She kicked and flailed about fruitlessly as she was turned around to face the monster, whose jagged horn glowed a putrid green. It twirled its four swords, readying for the killing blow—

And paused. Its grin sank as it looked at her inquisitively, spinning her around like examining some strange, if not familiar thing, and its swords retracted back into its forearms.

“You’re that Element of Laughter, aren’t you?” it chirped throatily. “Long time, no see.”

Pinkie shot her tongues at the creature, only for them to get caught with impossible speed in a bundle of muscled cords. The creature dug the fingers of her claws into them enough to draw blood. It telekinetically began tying them in knots.

“You’re enjoying this, aren’t you?”

Pinkie was actually smiling, and giggling as the blood trickled from her tongues. The creature grabbed Pinkie’s head and forced their faces mere inches from each other.

“Do you remember me?”

Studying its face more closely, Pinkie gave a sharp gasp. “Mleeegh! Chryysh-ah-wissh!”

“So even the Elements of Harmony couldn’t resist the touch of Chaos?” Chrysalis muttered. “And if you’re like this…”

Her amused look quickly turned to a scowl, and she gave a short shout of anger as she crammed Pinkie’s tongues back in her mouth and levitated her past the flaps of the room.

Another explosion of green light consumed the bakery. On the other side of the flaps were six imperial soldiers, one of them putting out a flame atop his head.

The sergeant bowed low. “Orders, my queen?”

Chrysalis set Pinkie down, standing upright before them “Keep your weapons on her. I don’t want the slightest misstep.”

And immediately the troops responded, drawing arms and lightly pushing them against Pinkie Pie as the magic grip on her was lifted. Even the Doctor felt one of the halberd points against Pinkie’s stomach. A rifle was put to the back of her skull.

“This can’t be good.” Whooves muttered. He patted the walls. “Pinkie. What’s happenin— mmph! Muurph!” Pinkie’s last free tongue wrapped around his mouth.

The queen burst into verdant flame, then reappeared with the dark, blood-red garb and peaked hat of an inquisitional witch hunter. She rolled her neck with a resounding pop and sighed, “Let’s go.”

The palace of Middenplatz loomed nearby, towering like a dark castle over the contrasting floral gardens of the Palast District. In the living mazes of vines and walkways, city officials would find temporary leisure from their round-the-clock duties. Of course one would still need to exercise a degree of caution as the occasional deadly-at-the-touch weed could sneak in once in a while.

What was once a princess, and now fancied herself the title of Empress, walked beside Emperor Karl Franz through the promenades. A unicorn attendant levitated a large umbrella over the dark alicorn against the sun’s rays, and his ears were plugged, having been decided by his master that he wasn’t worthy to hear the Imperators’ words.

Their talk so far had been calm, but the alicorn knew Franz wanted to be outside as the news heaped a fresh load of woes on him.

“To be honest, I find it quite disturbing Luna kept your existence from me,” Franz said cooly. “I always believed you were simply a dressup shell she puts on like a costume for formal occasions.”

Is that what she’s been using me for? Nightmare sneered. “My very visage does command authority. So, Celestia has spoken to you of me already?”

“In detail. She told me that you tried to cover your entire world in eternal night. Do you know what that would entail?”

“As I’ve thought about it recently, yes. Virtually all plant life would have perished, crops withered, mass starvation of a kingdom I hoped to rule. Then, every other nation on the planet would have invaded Equestria to depose me; the Dragon Nomads, Germaneigh, Vaporia, even Cervidas would have rebuilt the Eternity’s Bridge to make the crossing into Equestria.”

“Would you say that you are losing purpose?”

Nightmares stride slowed, and Franz matched her. “Come again?” she asked.

“The entire reason for your conception was to depose Celestia and, in the end, dominate your world. But now there are gods that defy your will, and you can’t always be here to see your orders through. Like it or not, you’re on mine and Celestia’s level, not your own.”

Nightmare’s brows raised in anger and leaned forward slightly. “I am immortal, you are transitory! I will still be here when your great great grandson is on his deathbed—”

“And even then,” Franz interrupted, pounding his fist into his palm, “you are still one ruler of a triumvirate. The Empire must remain as one, else it falls to a thousand foes, and the dominoes begin to tumble. Kislev, Bretonnia, Araby, even the Kings of Nehekhara will not be able to stem the tide if the dam breaks.”

Nightmare didn’t respond. Franz continued, adopting a coolly calculating tone. “I don’t know what peace Equestria may have seen, how few foes you must have had in eons past, but we cannot deal with wars of vengeance. Especially now, as the Empire is undergoing its second industrial revolution. We actually have a chance with all new means of war to fight back, and we need the time to import as many weapons as the griffons are willing to sell and as much we can produce.”

Nightmare’s expression slackened from a baleful glare to a simple, cold frown of displeasure. “You are right,” she reluctantly admitted. “But if we survive, do not believe your troubles are gone. I am the bane of an entire world, and when I returned from banishment, I defeated a demi-goddess. Even when Luna returns, I will still leave my mark.”

“Duly noted,” Franz remarked. ”We’ll talk again at the railway induction ceremony tomorrow. For now, ‘Empress’, farewell.”

“Wait!”

The two of them turned sharply towards the noise, just as a man in the garb of a witch hunter rounded the corner of the hedge ahead of them. The first odd thing they noticed was the silver necklace he wore of a skeleton prying its own ribs open; the same symbol that the queen of the Changelings used to indicate it was her to those she told.

“Chrysalis,” Franz noted, his tone clipped and serious. “Why do you come to us?”

“The princesses are keeping more secrets from us, Franz,” she said, working out the final tones of her transformed masculine voice. She stopped several meters away from the pair, glaring daggers at Nightmare Moon. “And what is she doing here?”

“Oh, just having a friendly little chat with this realm’s Emperor. Nothing serious,” Nightmare said dryly.

Chrysalis’ stare narrowed further until she seemed to seethe with killing intent. “Your hateful aura makes me want to retch. But I suppose I have no choice but to deal with you, for now.”

"Your purpose here, Chrysalis," Franz pressed forcefully. "What is it?"

Four humanoid figures came into view behind her, weapons resting on a mutant pink mare with many tongues tied in a gordian knot whose appearance made both Franz and Nightmare flinch. The soldiers held a respectable distance from the trio of rulers, but cast wary glances in the dark alicorn’s direction, fingers twitching around their swords.

“And why have you brought the filth of a mutant onto the palace grounds?” Franz asked heatedly.

“I’m just as outraged. If I’m not mistaken, I provide every scrap of intelligence my subjects collect, and in return, no secrets are kept from me!” Chrysalis snapped, and shot a finger back at the creature. “So, care to explain this, Nightmare?”

The empress fell speechless for a moment that seemed like eternity. Finally, she parted her lips to speak. “It’s the Element of Laughter. It’s Pinkie Pie.”

The pink mare stared at her, eyes wide with fear. “Naimeh Moong… Naimeh Moong!” she mumbled through the rope in her mouth.

The black bore of a musket came into view of her eye. “Quiet,” the gunner said forcefully.

“And if she’s here, that means the others are likely here, as well!” The queen of the changelings gave a frustrated snort. “I found this one in a bakery-turned-charnel house, right here in Middenheim!”

Chrysalis stepped forward, looking directly into Nightmare Moon’s eyes. “And you knew about this, didn’t you?”

“No,” the alicorn said with a curt frown at the queen’s audacity. “I’m afraid I neither know nor care of the everyday business in a city I only recently visited. Honestly, I thought those mares were gone for good when Canterlot fell.”

“Then how did she get here?” Chrysalis demanded hotly. “It would have taken no less than a direct order from the Inquisition, or either you or Celestia to let a Daemonette into one of the Empire’s greatest bastions of power!”

Franz shot Nightmare a burning glare. "The Bearers of the Elements, corrupted?! How could this happen?"

“I told you, I don’t know!” Nightmare shot back. “Celestia may have known, but she’s been stuck brooding by herself since I returned!”

“Khang Ah shay shumthing?” Pinkie asked.

“No!” the rulers shouted in unison.

“Meal time!”

A prison serf walked down the corridor of the dungeon, carrying a bucket filled with a grey-brown chunky slop. Trowel in hand, he scooped some out and threw it down to the floor of each cell.

Fluttershy picked her head up off the floor and smiled fractionally. This was her favorite time of day, mostly because it was the only thing that happened all day in the unchanging quiet and boredom of the dungeon, aside from watching the guards play cards once in a while. That, and that the stuff he brought was actually quite good. She sat patiently as he gave a share of gruel to each cell and finally got to her.

“Been waiting for me, sunshine?” the serf said dryly. He set the bucket down and kicked it in between the bars, where it tipped over and spilled most of the remains of its contents.

“Thank you, sir,” Fluttershy said quietly.

He pinched his brows and looked away. “The world’s turned on its head,” he muttered to himself. “It’s a daemon, a neverborn, not trying to dash out my brains. I should be thankful, really. It almost reminds me of Joel’s dog.”

To Fluttershy, the bucket was little more than one of those paper cups at a water dispenser. She picked the bucket up and tossed it into her mouth, crunching on the slightly rusted iron. The lot had the grainy texture of grits. What was left on the floor, she swabbed up with a nail and licked it off.

As the serf went off, a guard, leaning on his spear, asked, “Hey, what’s in that stuff, anyway?”

The serf snickered. “What, do you want some?”

“Ugh, no. Just asking.”

Fluttershy couldn't help but listen. Yeah, what is it?

“I think it’s just ground-up animal remains. After they’re skinned and the meat stripped off, the bones and cartilage get put through a grinder and mixed in water for these degenerates here.”

…

...No...

The guard cringed. “Sounds like shite.”

...No...

“Smells like it, too,” the serf chuckled and continued on his way.

...No, no, no, no, no...

“Hey, where’d the bucket go?”

Spear in hand, the guard stepped up in front of her cage, briefly glancing about the floor, then to her. Fluttershy’s eyes were wide as dinner plates, her pupils shrunk to pinpricks.

YOU…

“Oy, what’s got you in a— aagh!”

Her claw shot out from the bars, spearing his body with four sword-sized nails. He fell back and slipped off, his body making a couple of dying twitches before going still.

...MONSTERS!!

She jerked it back, smearing blood and torn meat across the floor. She looked at her gore-encrusted claw, gave a bull-like snort, and looked beyond her cell.

Fluttershy stood up and, in a single thrust, smashed through the cell bars, trampling the remains of the guard under her iron hooves. She snapped a fiery glare down the hall, locking eyes with the serf that had given her the bucket.

He screamed.

Dust shook loose from the walls and ceiling as Fluttershy came careening down the hall, shrieking at the top of her lungs. The serf bounded up the stairs, a gust of dust and pebbles blasting past him as Fluttershy smashed into the wall and he fell to his hands.

Snap!

“AHHH!!”

He quickly looked back, seeing two steel blades twisting his ankle as easily as rubber. It dragged him back down, his hands grabbing for anything on the bare stairs, and shouting for dear life.

“You made me eat animals all this time?!” Fluttershy screamed. “Animals are my friends!!” Fluttershy sat up with him writhing in her claws. “How many did you kill?!”

“I-I don’t make the food! I’ve never killed anything in— Ngaaah!”

Fluttershy tightened her grip, crushing his hip and innards.

“No... I’ll put you in their paws, so you know what it’s like!”

She brought him to her opening mouth, her hot breath pouring out like a burning wind. He futilely pounded his fist on her claw, then tried to push back from her mouth. His hands sizzled and burned at the touch, and she bit down, tearing him in half at the waist. She messily crunched on bone and flesh, blood trickling from the corners of her mouth. She glanced at the remains in her claws, the waist to feet, and in the back of her mind, a passing thought flittered by.

Humans… are delicious…

Down the hall, Lyra was wiping off her arms of the last loose fuzz of fur. Her skin was very slightly pinkish-white, ending in unkempt, jagged nails. She felt her face. No more baseball-sized eyes, or ears on top of her head.

It had finally happened. Her greatest wish had come true at last.

Her only private complaint was that she was nude, and had lost her clothes in her being taken prisoner. It seemed fine when she was a pony, but now she was cold, and more clearly felt the rough stones scratching at her when she tried to lie down. She looked up to the ceiling.

You still bestow these gifts on me, but I’m useless, now. What can I do for you from a cell, only you know how deep, underground?

The answer came as the floor and walls started to shake around her, accompanied by the sound of approaching stomping. Lyra smiled.

Two more guards came running in a panic past her cell. As she watched, a steel avalanche of a pony pounced upon them like mice, smearing one across the floor and catching the other in her jaw and finishing him off in two bites.

It was over in mere seconds. Fluttershy took her claw off a bloody pancake on the floor.

Lyra stayed quiet, and as Fluttershy turned back around, her tail caught on the bars of Lyra's and the opposite cell, breaking them out of place. Without the guards present, Lyra crept quietly behind Fluttershy to the crushed soldier and quickly stripped the clothes off of it and their crumpled armor. She paid no mind to the gore-soaked fabric and slipped it on, to a slightly loose fit.

She then advanced to the Apples’ cage and approached the wrecked heap of Big Mac.

“I’m just gonna borrow this for a second.”

He scowled as she stooped down and picked up his nearly severed foreleg, using one of the nails to cut away at the replacement magic suppression collar around her neck. Once it cracked off, she fit Big Mac’s leg back into the socket, snapped a flame of a blow torch’s power onto her fingers, and began welding the leg back.

“We’re getting out, everyone!” she whispered, then bit her lip. “As soon as I come up with exactly how we do that.”

A sinister grin curled Macintosh’s face. He’d endured a week of stillness and quiet, absolute blasphemy against Khorne. Now, he’d finally be back in action. Braeburn too was itching to 'convert' those who put him and his family down there.

Back down the hall, Fluttershy worked fast, dashing back to where she had spied a sliver of light beaming through a drainage grate in the ceiling. With both forelegs, she thrust upward, impacting with stone-shattering force and felling several boulders worth of masonry and packed dirt. She then proceeded to dig upward like a mad hound, clawing through layer after layer of foundation.

In just a couple of minutes, she could hear the bustle of the street above. In a final punch, the ceiling caved in, rolling harmlessly off her armored body, and her eyes finally beheld the light of day. She reached a claw up, catching the surface above and beginning to pull herself up.

She heard the frightened shouting of the surface dwellers as a section of the street collapsed like a sinkhole. Digging her claws into the rock for traction, she peeked her eyes above ground level.

There they were. Dozens, hundreds of humans, meat eaters. And she saw more; several carts in the market square, bearing displays of chickens in cramped cages, headless pigs hanging upside down, their bellies cut open.

Before catching sight of her, a butcher raised a bloody cleaver into the air, and slammed it on the neck of a chicken he cruelly held down. Its head shot toward her, rolling across the cobblestones before it came to a stop, its lifeless gaze meeting Fluttershy’s eyes.

“RYAAAAAGH!!!”

Author's Notes:

You can guess what happens next...

If you like this story, I have a proposition for you! I'm in great need of an additional proofreader/editor to help in development of future chapters. It's a long term commitment.