The Cyclops facility was still under heavy guard and The Ouroboros floated overhead. Sideralis blinked his sleepiness away as he stood on the train station platform. Damage had been done to the building, it looked like some fierce battle had taken place outside. He remembered the explosions, the feeling of the whole building shuddering. He didn’t know everything that had gone on that day, and he wasn’t sure he wanted to know. He knew that Queen Chrysalis and Queen Acherontia had saved the city and the research facility, restoring order, bringing calm, and pacifying the populace. Those loyal to the traitors had been rounded up, but Sideralis had no idea what had become of them. He hoped that they had not been killed.

Already, some of the details of his dream were fading, but he remembered that he and Stout had little foals. Little mechanical foals. It was a wondrous thing and he was curious how it would work. All of Stouts various bits were living things, powered by love.

The Ouroboros was powered by love. Sideralis looked up. The Ouroboros was a city of sorts. A floating, flying, self sustaining city that produced everything that was needed for the entirety of the crew. Suddenly, he knew how future cities would work, cities whose growth was powered by love and harmony, cities cultivated in much the same way that earth ponies grew orchards. Cities would be started with seeds, grown, then tended to and nurtured for the good of all those who lived within their confines.

As Twilight Sparkle stood talking to somepony, Sideralis stared off into space, a satisfied, contented grin upon his face. The sun was warm against his skin and he was certain that his vision was getting better in the sun.

“Sid, you alright? You seem a bit more out of it than usual… you’ve been out of it since your little nap. Do you need to lay down and rest some more?” Stout prodded Sideralis, she was worried about him.

“I’m fine… I had a nice dream.” Sideralis turned his head and blinked, bringing Stout into focus. She was pretty, really very pretty. She was so giving, so warm, so nice.

“What did you dream about?” Stout asked.

“You and I had a whole herd of foals following after us as we were running through a green field,” Sideralis replied, his ears perking forwards. He saw Stout’s lone eye go wide and he could see her whole body tensing. Her ears tilted forwards towards him. Somehow, she was even more beautiful like this.

“We did what when?” Stout blinked, staring at Sideralis, a look of stunned shock upon her face. “We had what… we… um…”

Sideralis giggled like a school colt as he looked away from Stout, something about her stare made him feel funny. His cheeks burned and the heat was spreading up to his ears. As far as futures went, it was a future that he didn’t mind. He didn’t think Stout would mind either. Stout, a pony that liked giving, would probably make for a very good mother.

“Awww, look, my sister is happy… now I feel happy… argh, I hate sappy moments… damn.” Mustang got up and moved away, shaking her head, but there was a smile upon her face. She went over and stood beside Twilight, looking protective.

And happy.

“Stout, you said we were very compatible personality types,” Sideralis said to Stout, still giggling and feeling rather happy himself. “This is what you wanted, right?”

“Yes,” Stout replied, after a moment of licking her lips and squirming.

He could not help it, Sideralis thought about Doctor Withers as he looked at Stout. He had found a filly. He was following through with his treatment plan. After some effort, he managed to raise his eyebrow and he turned to look at Stout.

“So… want to go on a date with me sometime?” Sideralis asked.

Much to his relief, he saw Stout nodding.

The Cyclops Science and Research Center had been cleaned up since the unpleasantness. The scorch marks were gone, all of the signs of fighting had been scrubbed away, the many injured had been dealt with, though Sideralis did not know where all of the ponies who had holes bored through their knees had gone. The lobby was calm, serene, there was no way anypony could tell that just a few days ago a fierce battle had raged and he had begged his protectors to spare the lives of those seeking to harm him.

Sideralis wasn’t sure what killing accomplished. If all of the ponies he was supposed to protect were killed, he would no longer have a purpose. He supposed punishment was in order, but he wasn’t sure what. He thought about the hanging, shuddered, and decided he needed a distraction.

“I need a root beer,” Sideralis announced, making a request that he knew surprised nopony. He watched as Twilight Sparkle stopped in her tracks and he heard a low sigh coming from her.

“The Empire has come to a peculiar state,” Mjölna said in a low voice, “of all the ponies we could have running the show… tribal separatists, despots, military generals who keep the city under martial law, there is an alicorn... and all he wants is root beer. Not gold, not riches, not more power, not arcane spell books,”—Mjölna stared at Twilight, her ears perking forwards—“just root beer. I must say, the change has been refreshing. I like this new era that we’re entering.”

Mustang started snickering at Mjölna’s words and almost swallowed her gum.

“Look, we don’t know the state of the various libraries of Equestria under Mariposa… I knew that there was a powerful spellbook in that ruin, I could sense the magic coming off of it. It needed to be preserved.” As Twilight spoke, she adjusted her eyepatch.

“You neglected to tell me about the cragodile infested swamp filled with lurking pony eating horrors.” Mjölna shook her head. “You know, if I have a say in the matter, I’d rather guard Sid. His requests are more than reasonable. Plus… he’s funny.”

“I can be funny!” Twilight’s face contorted and she looked as though she had been chewing on a lemon. “Fine… let’s go to the cafeteria and we’ll get an early lunch.” Twilight’s lower lip protruded in a pout. “I can be funny.”

“General Thunderclap… I am surprised to see you here,” Twilight said in a cool voice as she gave the pegasus that approached the table where she was sitting a contemptuous one-eyed glare. “What brings you to Cyclops?”

The pegasus saluted, extending his wing, and bowed his head to Twilight. “I wished to see for myself that order was restored. It is of great interest to our benefactors that Cyclops continues to function. The Saddle Arabians have benefited greatly from the technological advances that have been made here. As always, I am looking out for the interests of others.”

Twilight’s outward demeanour softened. “I am still surprised by the generousity of the Saddle Arabians… giving us an entire city…” She raised her head high, bringing herself to her full height. “I’d like to know when you plan to end martial law, General Thunderclap.”

“It will end when the Saddle Arabians feel satisfied that the city is under control and stability has been re-established. Princess Twilight, if I had my druthers, I’d end it right now. But we are still arresting instigators and agitators. Some of Marigold’s mercenaries are still loose, having gone into hiding, and it is my intention to make certain that every single of one of them are hunted down.” Thunderclap’s composure broke and the old pegasus slumped, looking tired.

“How did Marigold hire all of those mercenaries?” Sideralis asked.

“Marigold wasn’t in Equestria when everything went down. She was overseas, with her father, doing some business deal with the zebras. She was still a filly... her family were the heads of Equestria’s industrial-agricultural complex. They controlled much of the nation’s food, and as such, had much of the power. They had an army of scientists, biologists mainly, and were said to have more wealth than the Royal Pony Sisters,” Thunderclap replied.

“Yeah, and with all those scientists that followed her blindly, all the more reason to check out that secret vault of hers,” Twilight muttered.

“Marigold was the sort of pony that threw money at a problem. She lost most of her fortune when Equestria fell, but because of her name, she had investors. So she threw other ponies’ money at problems. When she needed an army, she hired mercenaries. We’re finding out that she was up to all manner of shady dealings… it’s a good thing we hung her.” Thunderclap gave Twilight an apologetic glance. “Speaking of which, I’ll need to speak to you in private, Princess Twilight. There are… upsetting developments that I need to brief you on.” He looked at Sideralis, his eyebrow raising. “You too… I suppose I’ll be needing to brief you as well. Marigold… she did bad things. There is evidence that she might have been colluding with Queen Mariposa.”

“That is a pretty serious accusation against a pony no longer here to defend herself.” Twilight’s voice was low, soft, and just a little fearful. “Still, I know you Thunderclap, you wouldn’t say something like that unless there was substantial evidence to back it up.”

“Thank you, Princess Twilight, I am flattered that my reputation speaks for itself.” Thunderclap bowed his head.

“Why… why would anypony deal with Queen Mariposa?” Sideralis asked, feeling very confused and out of sorts by the very idea.

“Some ponies only care about profits and generating wealth. Marigold probably saw some future where she profited from Queen Mariposa somehow… I don’t know what goes through the mind of some ponies,” Thunderclap replied.

“But… why?” Sideralis leaned against the table.

Thunderclap shrugged, using his wings.

“Some ponies are so motivated by greed that they cannot imagine any other type of thinking. They believe that all ponies think like they do. Being generous is alien to them… so they make an assumption that all ponies are greedy, and because of this, everything they do is done to appeal to the greed of others. They tend to think that if both parties find the arrangement mutually beneficial, the relationship will continue on good terms so long as both are profiting.” Stout, once she was done speaking, looked at the ponies around her, and saw their surprised faces. Before anypony had a chance to say something, she added, “What? I spend a lot of time thinking about greedy ponies… I dislike them a great deal, my mother raised me to be a giver, not a taker. I would be ashamed of myself if I was that selfish.”

Sideralis stared down at his bottle of root beer, eyeing the pink and white striped plastic straw sticking out of the top of it. Were these the ponies he was trying to save? Did these ponies even want to be saved? These were the ponies he was supposed to serve. Saddened, he shook his head. “I dunno how I feel, being sent to save ponies like that.”

“Prince Sideralis?”

Looking up, Sideralis looked at Thunderclap, who had addressed him.

“Prince Sideralis…” Thunderclap squirmed, looking uncomfortable and uncertain. “Son, we have to save them because so many of them can’t save themselves. We save as many as we can, even those that might not appear worthy. Sometimes, they do things and we have to save other ponies from them… which is why those three had to be hung.”

Feeling awkward, Sideralis looked at the pegasus that had just called him son. He stared, not knowing what to say or how to respond. He didn’t know how to feel. He could tell that Thunderclap felt just as awkward.

“Ponies like Marigold would have sold us out for profit… maybe even sold us to Queen Mariposa, if she thought she could get away with it. Hanging her was necessary. It’s like Thunderclap said… sometimes, you can’t save a pony, you have to save other ponies from them. That bitch was going to have me recycled.” Mustang punctuated her words with a loud snort and her angry expression said more than her words ever could. She bared her teeth for a moment, her body trembled, and then, after grinding her teeth, she began to try and calm herself down, glaring a hateful stare at her half empty bowl of potato salad.

When Twilight slumped over the table, Mjölna reached out and patted Twilight on the back. The two mares looked at one another, but nothing was said. Just an exchanged glance and a nod of understanding.

“Try to finish up lunch,” Stout said to her companions, “we have Marigold’s vault to investigate.”

“Are you sure the door will open?” Mustang asked, eyeing the door with a wary, doubtful stare. After a moment of studying the door, she turned and looked at Mjölna. “I suppose after I was recycled, I would have ended up here, in this place. Good thing all of you showed up when you did.”

Sideralis, standing on his own, reached out a hoof, wobbling as he tried to balance on three legs, and touched the vault door. He closed his eyes and said, “Open.” He wasn’t expecting anything to happen, but something did happen. There was a loud hiss, followed by a buzzing. Sideralis stepped back as the door slid inwards a ways and then began to grind off to the side.

Those gathered outside the door were blasted by a powerful stench. The smell of antiseptic, of cleaning solvents, of formaldehyde, and other strange chemical smells. The overall effect was awful, and Sideralis found his eyes watering.

Peering ahead, Sideralis felt afraid. He felt a cold chill running up and down his spine as Stout and Mustang were the first to enter. Mjölna followed, and Sideralis went in with Twilight beside him.

After travelling down a corridor with a metal grate floor, they came to a long, narrow room. Flickering florescent lights filled the room with a harsh, diseased looking yellow glare. The room was filled with vats, tables, tanks, and strange consoles covered in blinky lights.

The first thing that Sideralis noticed in full detail was a pony floating in a tank full of yellow fluid that was sitting in the corner by the entrance. He let out a startled yelp, backed up, and tripped over his own legs.

Seconds before hitting the floor, he found himself caught in a bright blue telekinesis field. Looking up, he saw Mustang looking at him. He took a deep breath, still disturbed, and nodded in thanks as Mustang set him back on his hooves.

“Don’t be such a klutz,” Mustang said to Sideralis, looking very stern. “I have my royal guard protocols activated… if you got hurt, it would be very upsetting to me. Just… be careful.”

Sideralis peered into the tank, looking at the pony floating in the yellow liquid. Something was horribly wrong; the pony’s stomach had been opened and he had been hollowed out. The pony had no eyes. The pony was very strange looking, almost translucent. What had been done to the pony?

“That looks like a crystal pony,” Twilight said, standing beside Sideralis. “This room is full of crystals… it reminds me of the Crystal Empire. What was Marigold doing in here?”

“Another crystal pony over here in this tank too.” Mjölna tapped on the glass of the tank she was standing beside. “This one has been flayed and gutted.”

“The crystal ponies have unusual… unique even, silicate based physiology. We were only just beginning to study them and understand them when Equestria fell. Their bones are remarkably similar to glass, but stronger, denser, and more durable. This doesn’t make sense… there are crystal ponies here in this room… if ponies came up missing, especially those who were as rare and unique as crystal ponies, I’m sure I would have known about it.” Twilight stared up into the tank, looking at the body floating inside.

“So… these ponies existed off of the record… or were obtained for scientific study,” Stout said, looking angry.

“So we have dragons with steel-like scales, changelings with their chitin, crystal ponies that have organic glass like compounds and bioluminescent traits… what was Marigold doing exactly, trying to improve on Chrysalis’ design?” Mjölna moved away from the tank and began to look around the tables, which were covered in tagged, catalogued items.

“Unit 47 has no memory of what was done to him, his name, or anything. He has no knowledge of this place. His physiology is strange. He’s not like you, Mjölna, or any of you,” Twilight said as she moved near Mjölna and began to look over the tables herself. “I’m still waiting for more reports from Chrysalis to find out how he was made and what was done to him.”

“Seems like they were manufacturing slaves down here.” Mustang looked grim and angry. She prowled between the tables, shaking her head, her mouth quivering and her ears twitching.

Sideralis moved away from the tank and the poor, flayed pony inside. He walked between the tables, looking at stuff, some of it quite grotesque. There was what appeared to be a large skull of some kind, with long, pointy teeth, and it had been cut in half. Inside of the skull were strange crystals that glowed with a faint light.

Not far away, a small skull rested. A pony skull, it was unmistakable. It too, had been sawed in half and had weird crystals inside of it. Sideralis shivered and as he moved away from the pony skull, he wondered how the vault door had opened for him. He couldn’t even begin to guess the reason.

Near a workstation, a long table covered in tools, Mjölna called out to Twilight, “Hey, there is a whole bunch of those crystal spikes like the one pulled out of Mustang over here!”

Twilight hurried over, her hooves clicking on the pristine, white ceramic floor. Mustang followed as well, looking curious and angry, wanting to know more about what had been used to shut her down.

Sideralis found himself in front of a glass case, tall, narrow, made of shining steel and thick glass. Inside, mounted on a rack was a skeleton made of some not quite translucent material, cloudy looking, that almost appeared to be glass. He could see leg bones, ribs, the skull, the spine, everything was there. Inside the ribcage was a collection of shiny plastic internal organs, but they were strange looking, nothing like the organs he had learned in school when he took biology.

More false memories at work.

“It looks as though they were trying to find a way to reproduce what Chrysalis did, but without using changeling bioengineering,” Stout said as she studied a cloudy glass pelvis.

“Why?” Sideralis asked.

Stout shrugged. “Some ponies don’t like changelings. I guess, by extension, they don’t like us because we have changeling physiology grafted into us. It looks as though they were working to recreate us with alternative biotech.”

“No doubt to sell to the highest bidder,” Mustang mumbled, her face clouded over with anger. “Twilight, this is your fault.”

“How is this my fault?” Twilight asked.

“You and your damn inhibitors!” Mustang snapped. “You showed them that we’re appliances! That we could be controlled! You created the means that we could be exploited and now we’re seeing the factory where a new race of appliances would have been born… workers, labourers, soldiers, all of them docile, controlled, never rising up against their masters, doing their job, trapped in their existence… this is your doing!”

“I didn’t mean for this to happen,” Twilight replied, looking hurt.

“I might have been recycled into something like that mindless pony… I… just can’t deal with that… I can’t… look, I’m sorry.” Mustang ground her teeth together, making a terrible sound like metal being scraped down a chalkboard.

“Mustang, I’m sorry too… I’m going to fix this somehow.” Twilight looked at Mustang, gulped when she saw Mustang’s angry glare, and then looked away, unable to meet Mustang’s gaze. “Really, this was a mistake. I see that now. I’m sorry… for everything.”

“Just… shut up about it… I don’t want to talk about it anymore.” Mustang stomped off, snorting in disgust.

Sideralis moved along up the narrow aisle in the middle of the tables, his tail flicking, trying to see everything around him. He saw changeling pods in the back of the room, as well as strange vats that were covered over in frost and ice.

“There are changeling pods back there,” Sideralis said.

“I know, I saw them,” Twilight replied.

Sideralis stopped in front of a rack where something was mounted. Black, looked like changeling chitin, and it was in the shape of a tube. He stared at it for a moment, not knowing what it was. He blinked, stared some more, and then felt Stout bump into him.

“Spine baton. A new weapon design. Inside the tube is a little stinger. Using magic, the stinger can be propelled out of the tube and can be shot at enemies. The stingers can be bred for different effects, like paralysis—”

“Wait,” Sideralis interrupted, “bred? They’re alive?”

“Yeah, the spine batons are living things, modified changelings with simple brains. They’re powered by love and some kind of nutrient goo. They grow their own ammunition, a few seconds after firing, another spine grows. There are also digester batons.” Stout looked down at the baton and then up at Sideralis. “We have digester cannons on The Ouroboros. These weapons launch magical acid, it melts things down with explosive results. The breakdown of materials is so rapid and powerful, it can cause actual explosions, bursts of intense heat and energy. Organic weaponry is the next big thing, I think.”

Sideralis stared at the baton, feeling sad. “It’s alive… is it happy?”

“I dunno… it is a simple mind, like an ant, or some kind of bug. I don’t think it can feel happy, it just exists,” Stout replied.

“I don’t know how I feel about that.” Sideralis moved away from the spine baton and towards the back of the room with the changeling pods and the frozen over vats. There were more tanks in the back of the room as well, tanks filled with the bodies of ponies and yellow fluid.

Sideralis saw that there was more in the back, there were doors back here, doors not seen from the front entrance, doors hidden behind rows of tanks and vats. He approached, curious, his eyes glancing from side to side, looking at the many strange things around him.

“There’s doors back here,” Sideralis said to the others. He paused to look at a suit of armor. It was black, made of changeling chitin, or appeared to be. The armor was thick, sculpted, and looked as though it would fit a pony like a second skin. Sideralis found that he rather liked how the armor looked, it looked like something out of a movie.

He took a step forwards, then another, and then another, coming to rest beside a vat filled with what appeared to be a giant eyeball. It was puffy looking, weird, and was suspended in some strange, bubbling, sickly green fluid.

As Sideralis stared at the eyeball, the eyeball moved in the tank, rolling around to look at Sideralis. It was bloodshot, veiny, the eyeball was a disgusting thing, and it moved. Sideralis screamed, terrified, spooked by the sudden movement. He stumbled backwards.

The world around him exploded into shades of orange. Heat blasted him, and a rushing wind shoved him backwards. Sideralis heard something, it only lasted for a brief second, a whooshing sound, and then all he heard was a loud droning sound in his ears, almost like an endless beep. Pain tore through him as he was flung backwards, he felt a terrible pain in his sides and in his front legs. Lancing agony shot through his head and through his throat.

Everything became a confusing, chaotic jumble.

When Sideralis could see again, his vision was fuzzed over and colour had drained from the world. He couldn’t see out of one eye, there was only blackness. He was laying on the ground. Flames burned around him, tables were upended, the room was a ruin, but Sideralis saw none of these things. His eye focused on a strange piece of meat in front of him, his fading vision saw teeth and a tongue. Sideralis suffered the agonising realisation that he was staring at his own lower jaw. He couldn’t feel his tongue and he couldn’t touch his teeth together. The world was growing darker. It was hard to breathe, and growing harder by the second.

As the darkness began to consume him, Sideralis’ final thought was of Wisteria, wishing that she was here to comfort him. With a final gasp, Sideralis slipped below the waves in the endless sea of darkness.

Author's Notes:

I said this would end with a bang.